Common use of Damage, Destruction or Condemnation Clause in Contracts

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In Unless provided otherwise in the event of damage to Credit Agreement or destruction of any portion of the Project resulting from fire or other casualty during the TermBank Mode Credit Agreement, or in the event that at any portion time during the term of this Agreement the whole or part of the District is condemned Prior Project shall be damaged or destroyed, or taken or condemned by a competent authority for any public or quasi-public use or title thereto is found purpose, or by agreement between the Company and those authorized to exercise such right, or if the temporary use of the Prior Project shall be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such so taken by condemnation or taking agreement (a “Loss Event”); (i) the Authority shall have no right or obligation to rebuild, replace, repair or restore the net proceeds of any realization on title insurance Prior Project, (ii) the Company shall have no obligation to rebuild, replace, repair or restore the Prior Project, (iii) there shall be paid intono abatement, and used postponement or reduction in accordance with the amounts payable by the Company under this Agreement, and (iv) the Company will promptly give written notice of a construction escrow agreement reasonably satisfactory material Loss Event to the City Authority and Developer ("Casualty Escrow")the Trustee, generally describing the nature and extent thereof. (b) If, at any time during In the Term, event that the whole or a part of the Prior Project or any part thereof shall be is damaged or destroyed or taken or condemned by a casualty (competent authority and the "Damaged Facilities")Company does not rebuild, Developerreplace, repair or restore the Prior Project, the Company shall cause the Bonds to be redeemed pursuant to Section 3.01(i) of the Indenture unless it receives an opinion of Bond Counsel that the Prior Project would still constitute an exempt facility within the meaning of Section 142(a)(1) of the Code or that failure to rebuild would not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. In the event that the whole or a part of the Prior Project is damaged or destroyed or taken or condemned by a competent authority and the Company rebuilds, replaces, repairs or restores the Prior Project, the Company shall do so at its sole own cost and expenseexpense (including, without limitation, from amounts deposited into the Project Fund). The Company shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall not by reason of payment of any such excess costs be entitled to draw upon any reimbursement from the Casualty Escrow Authority, the Trustee or any Bondholder, nor shall the amounts payable by the Company under this Agreement be abated, postponed or reduced. Any such rebuilding, replacement, repair, restoration or substitution shall: (i) to the extent the Company rebuilds, replaces, repairs, restores or substitutes for payment the Prior Project as a result of said costssuch Loss Event, such rebuilding, replacement, repair, restoration or substitution shall automatically be deemed to be included in the Prior Project for all purposes under the Bond Documents; (ii) not change the nature of the Prior Project as an authorized project as defined in and as contemplated by the Act, nor change the nature of the Prior Project so that it would not constitute an exempt facility within the meaning of Section 142(a)(1) of the Code; and (iii) be effected with due diligence in a good and workmanlike manner, in compliance with all applicable legal requirements and be promptly and fully paid for by the Company in accordance with the terms of the applicable contract(s) therefor. (c) If at any time during The Authority and the Term, title Company shall cooperate and consult with each other in all matters pertaining to the whole settlement, compromise, arbitration or substantially all adjustment of any claim or demand on account of any Loss Event, but the settlement, compromise, arbitration or adjustment of any such claim or demand shall be subject to the approval only of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this AgreementCompany. (d) In Any proceeds received by or payable to the event Company or the Authority as a result of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Projecta Loss Event (whether from insurance, as nearly as possiblea condemnation award or otherwise) shall, unless used to its former conditionredeem Bonds, and shall be entitled to draw upon deposited into the Casualty Escrow for payment of said costsProject Fund. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof (other than the public roads, public right of way and public lands within the Project) shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c8.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged FacilitiesEscrow.

Damage, Destruction or Condemnation. (a) In If prior to the event of Closing there occurs any damage to or destruction of any portion of the Project resulting from Purchased Asset or part thereof by fire or other casualty during the Termor any taking of any Purchased Asset or part thereof or right relating thereto by condemnation, eminent domain or other similar governmental action, Pennzoil and FRP agree, in the event addition to any portion other rights that either party may have under this Agreement, that: (a) all condemnation awards or similar payments relating to any such taking and any and all rights thereto shall constitute part of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance Purchased Assets and shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory transferred to the City and Developer ("Casualty Escrow").FRP pursuant to this Agreement; and (b) Ifsubject to the provisions in Section 12.1(d), at in the event of any time during the Termsuch fire or other casualty, the Project or any part thereof Pennzoil shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, obligated at its sole cost and expense, shall commence (i) and thereafter proceed as promptly as possible reasonably practicable, to repair, restore and repair or replace the Damaged Facilities as nearly as possible damaged or destroyed Purchased Assets to their restore them to the condition immediately they were in prior to the casualty damage or destruction or (ii) if the parties agree, which agreement shall not be unreasonably withheld, to provide at Closing in immediately available funds an amount sufficient to enable FRP to carry out the repair or replacement, in either case whether or not any insurance proceeds relating to such damage or destruction are received by Pennzoil, and whether or not any such insurance proceeds received by Pennzoil are sufficient for such purpose. Pennzoil shall be entitled to draw upon retain any insurance proceeds relating to any such damage or destruction to pay for the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date cost of such takingrestoration. For purposes of this Section 6.07(c)Pennzoil shall cause such restoration to be completed promptly, "substantially all of but in no event later than 90 days after the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expenseapplicable casualty event, shall commence and thereafter proceed as promptly as possible to repair, restore and replace pay the remaining part entire cost of the Project, as nearly as possible, to its former conditionsuch restoration, and shall cause any and all mechanics', materialmen's and other liens relating thereto to be entitled paid and discharged the record promptly, but in no event less than 20 days after the completion of such restoration. Pennzoil agrees that its obligation under this Section 5.8 to draw upon repair or replace any Purchased Asset shall continue after the Casualty Escrow Closing (and Pennzoil shall be responsible for payment obtaining and maintaining insurance in amounts and covering risks that Pennzoil customarily obtains) for all Purchased Assets (including inventory and transportation equipment such as rail cars, barges, tankers, marine vessels, trucks and other vehicles) that are in transit or in the process of said costsbeing transported on the Closing Date, in each case until such Purchased Assets reach their appointed destinations. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In If at any time during the event of damage to Term, all or destruction of any portion of the Project resulting from Leased Premises shall be damaged or destroyed by fire or other casualty casualty, Landlord shall repair the damage within a reasonable period of time and the Rent hereunder shall be equitably abated during the Termrepair period. If the damage is not repaired within one hundred twenty (120) days after the casualty, or in Tenant may elect to give notice to Landlord of Tenant’s intent to purchase the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory Property pursuant to the City and Developer ("Casualty Escrow")terms of Section II of this Agreement, except that the purchase price will be reduced by an amount necessary to restore the Leased Premises to its prior condition. (bi) If at any time during the Term all of the Leased Premises shall be subject to a “taking” or be condemned under a power of eminent domain or by any conveyance in lieu thereof, this Agreement shall terminate and expire on the date of such taking and the Rent and other sums payable to Landlord shall be apportioned and paid by Tenant to Landlord to the date of such taking. (ii) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or less than substantially all of the Project which has previously been conveyed to Developer Leased Premises shall be taken in condemnation proceedings or by any right of eminent domain, Developeror by any conveyance in lieu thereof, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" Rent shall be deemed to have been taken if the City equitably abated and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, Landlord shall commence and thereafter proceed as promptly as possible with reasonable diligence to repair, alter and restore and replace the remaining part of the ProjectLeased Premises so as to constitute completed improvements, subject to such changes or alterations as nearly as possible, Landlord and Tenant agree to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costsmake. (eiii) Nothing Notwithstanding anything to the contrary, Tenant shall have the right to make a separate claim against the condemning authority for the reasonable value of Tenant’s leasehold estate, trade fixtures, furniture, personal property, interruption and/or dislocation of business in the Leased Premises, loss of good will and for moving and remodeling expenses and the depreciated book value of any leasehold improvements made by Tenant on or to the Leased Premises. If Tenant cannot by law make a separate claim and Tenant’s claim must be embodied in Landlord’s claim for a condemnation award, to the extent Landlord’s award includes an award for the items set forth in this section will require the Developer to expend funds in excess Section 11, Landlord shall pay over such portion of the Casualty Escrow for award to Tenant. All repairs, alterations of restorations undertaken by Landlord pursuant to this Section 11 shall be completed diligently in a good and workmanlike manner and Landlord will assign any warranties relating thereto to Tenant. *** Certain information in this document has been omitted and filed separately with the repair, restoration and/or replacement of Securities and Exchange Commission. Confidential treatment has been requested with respect to the Damaged Facilitiesomitted portions.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District Project Area is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty Casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer Area shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c7.11(c), "substantially all of the DistrictProject Area" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject Area, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer Project Area during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the ProjectImprovements, as nearly as possible, to its their former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged FacilitiesEscrow.

Damage, Destruction or Condemnation. (a) In Unless provided otherwise in the Credit Agreement or Bank Mode Credit Agreement, in the event that at any time during the term of damage to this Agreement the whole or destruction of any portion part of the Project resulting from fire shall be damaged or other casualty during the Termdestroyed, or in the event any portion of the District is taken or condemned or taken by a competent authority for any public or quasi-public use or title thereto is found purpose, or by agreement between the Company and those authorized to exercise such right, or if the temporary use of the Project shall be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such so taken by condemnation or taking agreement (a “Loss Event”); (i) the Authority shall have no right or obligation to rebuild, replace, repair or restore the net proceeds of any realization on title insurance Project, (ii) the Company shall have no obligation to rebuild, replace, repair or restore the Project, (iii) there shall be paid intono abatement, and used postponement or reduction in accordance with the amounts payable by the Company under this Agreement, and (iv) the Company will promptly give written notice of a construction escrow agreement reasonably satisfactory material Loss Event to the City Authority and Developer ("Casualty Escrow")the Trustee, generally describing the nature and extent thereof. (b) If, at any time during In the Term, event that the whole or a part of the Project or any part thereof shall be is damaged or destroyed or taken or condemned by a casualty (competent authority and the "Damaged Facilities")Company does not rebuild, Developerreplace, repair or restore the Project, the Company shall cause the Bonds to be redeemed pursuant to Section 3.01(i) of the Indenture unless it receives an opinion of Bond Counsel that the Project would still constitute an exempt facility within the meaning of Section 142(a)(1) of the Code or that failure to rebuild would not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. In the event that the whole or a part of the Project is damaged or destroyed or taken or condemned by a competent authority and the Company rebuilds, replaces, repairs or restores the Project, the Company shall do so at its sole own cost and expenseexpense (including, without limitation, from amounts deposited into the Project Fund). The Company shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall not by reason of payment of any such excess costs be entitled to draw upon any reimbursement from the Casualty Escrow Authority, the Trustee or any Bondholder, nor shall the amounts payable by the Company under this Agreement be abated, postponed or reduced. Any such rebuilding, replacement, repair, restoration or substitution shall: (i) to the extent the Company rebuilds, replaces, repairs, restores or substitutes for payment the Project as a result of said costssuch Loss Event, such rebuilding, replacement, repair, restoration or substitution shall automatically be deemed to be included in the Project for all purposes under the Bond Documents; (ii) not change the nature of the Project as an authorized project as defined in and as contemplated by the Act, nor change the nature of the Project so that it would not constitute an exempt facility within the meaning of Section 142(a)(1) of the Code; and (iii) be effected with due diligence in a good and workmanlike manner, in compliance with all applicable legal requirements and be promptly and fully paid for by the Company in accordance with the terms of the applicable contract(s) therefor. (c) If at any time during The Authority and the Term, title Company shall cooperate and consult with each other in all matters pertaining to the whole settlement, compromise, arbitration or substantially all adjustment of any claim or demand on account of any Loss Event, but the settlement, compromise, arbitration or adjustment of any such claim or demand shall be subject to the approval only of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this AgreementCompany. (d) In Any proceeds received by or payable to the event Company or the Authority as a result of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Projecta Loss Event (whether from insurance, as nearly as possiblea condemnation award or otherwise) shall, unless used to its former conditionredeem Bonds, and shall be entitled to draw upon deposited into the Casualty Escrow for payment of said costsProject Fund. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage that the Project is damaged or destroyed or title to or destruction temporary use of any a portion of the Project resulting shall be taken under the exercise of the power of eminent domain by any governmental authority or person, firm or corporation acting under governmental authority, the Company shall rebuild, restore or replace such damaged, destroyed or condemned portion of the Project to a condition which is of comparable usefulness to that existing prior to such event, provided, however, (a) that prior to utilizing the proceeds of any insurance or condemnation award, the Company shall, within twelve months of the destruction or condemnation provide the Trustee with (i) a cost estimate of the costs of restoration prepared by an engineering or architectural firm of recognized standing, (ii) the proceeds of the award, and (iii) cash or a letter of credit from fire or other casualty during a bank in an amount equal to the Termdifference between the cost estimate and the proceeds, and (b) provided, however, that the Company shall have the option to prepay or in the event any portion of the District is condemned Company fails to meet the conditions in (a) above, shall prepay the Loans in full (without prepayment penalty or taken for any public or quasi-public use or title thereto is found to be deficient during premium) upon the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow").following conditions: (b) If, at any time during the Term, 1. the Project or any part thereof shall be have been damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. extent that either (ci) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall cannot be taken in condemnation proceedings or by right reasonably restored within a period of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of eighteen (18) months from the date of such takingdestruction or condemnation to the condition thereof immediately preceding such damage or destruction or (ii) the Company is prevented from carrying on its normal operations in connection with the Project for a period of eighteen (18) months, and the Company abandons the Project; or 2. For purposes upon a condemnation of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken or a substantial portion of the District, including site of the parking improvements, Project and either (i) the Project cannot be practically reasonably restored within a period of eighteen (18) months from the date of such destruction or condemnation to a condition of comparable usefulness to that existing prior to such taking or (ii) such taking results in the Company being prevented from carrying on its normal operations in connection therewith for a period of eighteen (18) months and economically used by Developer for the purposes and at Company abandons the times contemplated by this Agreement. (d) Project. In the event of that the Company does not exercise its option to prepay the Loans, the proceeds from any insurance settlement or condemnation of less than the whole or substantially all of the District which has previously been conveyed award shall be applied to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repairrebuild, restore and or replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled paid to draw upon the Casualty Escrow Trustee for payment deposit in the Project Fund, to be disbursed in accordance with Section 3.02 of said costs. (e) Nothing this Agreement. The Company shall also have the right to prepay the Loans, without penalty or premium, in the event that the Loans shall become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in this section will require Agreement as a result of any changes in the Developer to expend funds in excess Constitution of the Casualty Escrow for State or the repair, restoration and/or replacement Constitution of the Damaged FacilitiesUnited States of America or of legislative or administrative action (whether State or federal) or by final decree, judgment or order of any court or administrative body (whether State or federal) entered after the contest thereof by the Authority or the Company in good faith. Upon any such prepayment, or any prepayment permitted under the Notes, the Company shall furnish the Trustee with written notice of such redemption at least sixty (60) days prior to the intended redemption date.

Damage, Destruction or Condemnation. (a) In If the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project demised premises or any part thereof shall be damaged or destroyed by a casualty (fire or other casualty, Landlord, to the "Damaged Facilities"), Developer, at its sole cost and expenseextent of available insurance proceeds, shall commence promptly repair all such damage and thereafter proceed as promptly as possible restore the demised premises without expense to repairTenant, restore subject to delays due to adjustment of insurance claims, strikes and replace other causes beyond Landlord's control. If such damage or destruction shall render the Damaged Facilities as nearly as possible to their condition immediately prior to premises untenantable in whole or in part, the casualty and rent shall be entitled abated wholly or proportionately as the case may be until the damage shall be repaired and the premises restored, unless such damage or destruction shall have been caused or actively contributed to draw upon by Tenant, its agents, servants, employees, invitees or licensees, in which case the Casualty Escrow for payment rent shall not be abated to any extent whatsoever, If the 92 damage or destruction shall be so extensive as to require the substantial rebuilding (i.e., expenditure of said costs. fifty percent (c50%) If at any time during the Term, title to the whole or substantially all more of replacement cost) of the Project which has previously been conveyed building or buildings on the demised premises, Landlord may elect to Developer terminate this lease by written notice to Tenant given within thirty (30) days after the occurrence of such damage or destruction. If in the judgment of Landlord such damage or destruction cannot be repaired and restored within ninety (90) days from date of destruction, Tenant shall be taken in condemnation proceedings or by have the right to terminate this lease upon written notice given within thirty (30) days following such date of destruction, providing that, Tenant shall have no right of eminent domaintermination if such damage or destruction has been caused or actively contributed to by Tenant, Developerits agents, at servants, employees, invitees or licensees. In the event of condemnation, by any governmental authority, of the leased premises or such part thereof as shall substantially impair the ability of Tenant to conduct its sole discretionbusiness, may this lease and the obligations of the parties hereto shall terminate this Agreement as of the date of occupancy by such takinggovernmental authority. For purposes All proceeds and awards of this Section 6.07(c)condemnation, "substantially all whether received or judgment of any court, shall be exclusively paid to and owned by Landlord, who shall have the sole right to negotiate and conclude a settlement of the District" shall be deemed condemnation award or to have been taken if the City and Developerlitigate such award, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expensediscretion, shall commence and thereafter proceed as promptly as possible to repairprovided, restore and replace the remaining part of the Projecthowever, as nearly as possible, to its former condition, and that Tenant shall be entitled to draw upon make claim in its own name to the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow condemning authority for the repairvalue of loss of business (to the extent that it does not reduce Landlord's award) and for the costs of relocating its business and of any moveable furniture, restoration and/or replacement items of personal property, and other items belonging to Tenant that can be removed from the Damaged Facilitiespremises without in anyway altering or damaging the lease premises.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project Improvements resulting from fire or other casualty Casualty during the Term, or in the event any portion of the District Improvements is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City UG, Developer and Developer any Permitted Mortgagee ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) . If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer Improvements shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c7.11(a), "substantially all of the DistrictImprovements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (db) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer Improvements during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its their former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. The parties hereby agree as follows: (a) In the event of damage to or destruction of any portion of the Project Improvements resulting from fire or other casualty Casualty during the Term, or in the event any portion of the District Improvements is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking taking, or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with with, a construction escrow agreement reasonably satisfactory to the City UG and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project Improvements or any part thereof shall be damaged or destroyed by a casualty Casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, Developer shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said such costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer Improvements shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c6.11(c), "substantially all of the DistrictImprovements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project Improvements resulting from fire or other casualty Casualty during the Term, or in the event any portion of the District Improvements is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking taking, or the net proceeds of any realization on title insurance shall be paid into, into and used in accordance with a construction escrow agreement reasonably for restoration, repair and/or replacement of the Project which is satisfactory to the City UG, Developer and Developer any Permitted Mortgagee ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, Term title to the whole or substantially all of the Project which has previously been conveyed to Developer Improvements shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c7.11(b), "substantially all of the DistrictImprovements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (dc) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer Improvements during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its their former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to damage, destruction, or destruction of any portion condemnation of the Project resulting from fire or other casualty during the TermProject, or in the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Termpart thereof, the net proceeds of any insurance relating or condemnation awards with respect to the Project and, to the extent necessary, the proceeds of any additional Certificates of Participation which are issued pursuant to an agreement of the parties hereto, shall be used and applied to repair, restore, rebuild, or replace the Project. In case of any damage to or destruction of the Project or any part thereof, Lessee will promptly give or cause to be given written notice thereof to Lessor generally describing the nature and extent of such damage or destruction. There shall be no abatement or diminution of Base Rent and Lessee shall, whether or not the net proceeds of insurance, if any, received on account of such damage or destruction shall be sufficient for such purpose, promptly commence and complete, or cause to be commenced and completed, the repair or restoration of the Project as nearly as practicable to the value and condition thereof existing immediately prior to such damage or destruction, with such changes or alterations, however, as Lessee may deem necessary for proper operation of the net proceeds of such condemnation or taking or the Project. The net proceeds of any realization on title insurance, self insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project program payments or any part thereof shall be damaged or destroyed by a casualty condemnation available (the "Damaged FacilitiesNet Proceeds"), Developer, at its sole cost and expense, ) shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior be held by Trustee. If an Event of Nonappropriation or Event of Default has not occurred Net Proceeds shall applied to the casualty and shall be entitled to draw upon the Casualty Escrow for payment costs of said costs. (c) If at any time during the Term, title to the whole such repair or substantially all restoration of the Project which has previously been conveyed to Developer as such costs are incurred by Lessee, except that Net Proceeds of any lost income or lost rental insurance policies (or such components of insurance policies) shall be taken in condemnation proceedings or by right applied to payment of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such takingBase Rent. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of total destruction or condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, so long as nearly as possiblean Event of Nonappropriation or Event of Default has not occurred, Lessor and Lessee shall apply Net Proceeds and any other moneys available for the purpose, to the acquisition and installation of replacement facilities to constitute the Project, unless Lessee exercises its former conditionoption to purchase the Project pursuant to Article 15. If an Event of Nonappropriation or an Event of Default has occurred before the receipt of Net Proceeds, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess Trustee, acting on behalf of the Casualty Escrow for Lessor, may use such proceeds to improve the repair, restoration and/or replacement Project or to make a disbursement as provided in Articles IV and VII of the Damaged FacilitiesIndenture, as the Trustee may deem appropriate in the best interests of the Owners (as defined in the Indenture) of the Certificates.

Damage, Destruction or Condemnation. (a) In If the event of damage to Leased Premises or destruction of any the property in which a portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District Leased Premises is condemned or taken for any public or quasi-public use or title thereto located is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities")fire or other casualty, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be condemned or taken in condemnation proceedings or by right of eminent domain, Developerto an extent that Lessee determines, at its sole in Lessee’s reasonable discretion, may terminate that such portion of the Leased Premises is no longer useable for the purposes set forth herein, Lessee shall have the right, within thirty (30) days after the date of such casualty or damage, or within thirty (30) days of receipt of notice of such pending condemnation or taking, to deliver written notice to Lessor terminating this Agreement Lease as to such portion of the Leased Premises, with such termination effective as of the date of such casualty, damage, or taking. For purposes of If, following any casualty, damage, or taking, this Section 6.07(c)Lease is not terminated as set forth in the previous sentence, "substantially all of the District" shall be deemed to have been taken if the City and DeveloperLessor shall, each acting reasonably at Lessor’s expense, promptly and in a good faithand workmanlike manner, determine that the untaken restore such portion of the DistrictLeased Premises and the property in which it is located to its condition prior to such casualty, including the parking improvementsdamage, cannot be practically or taking. If, during repair and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event restoration of condemnation of less than the whole or substantially all damaged portions of the District which has previously been conveyed to Developer during the Termproperties or Leased Premises, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part all or any portion of the ProjectLeased Premises is deemed unusable by Lessee, as nearly as possiblein Lessee’s reasonable discretion, to its former condition, and then Base Rent shall be entitled abated with respect to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess such portion of the Casualty Escrow for the repair, restoration and/or replacement Leased Premises until such time as such portion of the Damaged FacilitiesLeased Premises is again usable for Lessee’s intended use.

Damage, Destruction or Condemnation. (a) In The School Parties agree to notify the event Agency and the Trustee immediately in the case of damage to or destruction of any Facility or any portion of the Project thereof in an amount exceeding $100,000 resulting from fire or other casualty during casualty, and shall state the Term, or in the event any portion plans of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance School Parties with a construction escrow agreement reasonably satisfactory respect to the City repair, reconstruction and Developer ("Casualty Escrow")restoration of the affected Facility. (b) IfIf any Facility or portion thereof shall be condemned or taken by eminent domain, at this Agreement (with respect to the affected Facility or portion thereof) and the interest of the City and the YCSD hereunder shall terminate when title to such Facility or portion thereof vests in the party condemning or taking the same (hereinafter referred to as the "termination date"), and the School Parties will promptly give notice thereof to the Agency and the Trustee, and shall state the plans of the School Parties with respect to the replacement or restoration of the affected Facility. (c) If any time during Facility shall be damaged or destroyed (in whole or in part), or the Term, whole or any part of any Facility shall be taken or condemned by a competent authority or by agreement between the Project City and/or the YCSD and those authorized to exercise such right or if the temporary use of any Facility or any part thereof shall be damaged so taken by condemnation or destroyed agreement (a "Loss Event") at any time while this Agreement is in effect: (i) the Agency shall have no obligation to replace, repair, rebuild, restore or relocate the affected Facility; and (ii) there shall be no abatement or reduction in the amounts payable by a casualty the City and the YCSD under this Agreement (whether or not the affected Facility is replaced, repaired, rebuilt, restored or relocated); and (iii) the proceeds derived from the insurance or any condemnation award (after payment of all reasonable expenses, costs and taxes (including attorneys' fees) (the "Damaged FacilitiesNet Proceeds")) incurred in obtaining such proceeds) shall be deposited in the Project Fund, Developerand, subject to the provisions of Section 5.6(a)(iv) below, at its sole cost and expensethe option of the City, shall commence and thereafter proceed as promptly as possible be applied to either (A) replace, repair, rebuild, restore and replace or relocate the Damaged Facilities as nearly as possible affected Facility, or (B) redeem a principal amount of Bonds equal to their condition immediately prior such proceeds in accordance with the Indenture; and (iv) If the School Parties replace, repair, rebuild, restore or relocate the affected Facility, the Trustee shall disburse such proceeds from the Project Fund in the manner set forth in Section 5.2 of the Indenture to pay or reimburse the School Parties for the cost of such replacement, repair, rebuilding, restoration or relocation. Notwithstanding anything to the casualty contrary in Section 5.1(a) (iii) hereof, if (A) the aggregate net proceeds derived from insurance with respect to a particular loss are less than $50,000, and (B) no Event of Default then exists under the Indenture or this Sale Agreement; the School Parties shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of withdraw such proceeds from the Project which has previously been conveyed Fund for application to Developer shall be taken Project Costs in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of accordance herewith and with the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this AgreementTax Compliance Documents. (d) In Any such replacements, repairs, rebuilding, restorations or relocations shall be subject to the event of condemnation of less than following conditions: (i) the whole restored Facility shall be in substantially the same condition and value as an operating entity as existed prior to the damage or substantially all destruction; (ii) the restored Facility shall continue to constitute a "project" as such term is defined in the Yonkers Schools Act, and the tax-exempt status of the District which has previously been conveyed interest on the Bonds shall not, in the opinion of Bond Counsel, be adversely affected; and (iii) the restored Facility will be subject to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costsno Liens other than Permitted Encumbrances. (e) Nothing All such repair, replacement, rebuilding, restoration or relocation of a Facility shall be affected with due diligence in this section will require a good and workmanlike manner in compliance with all applicable legal requirements and shall be promptly and fully paid for by the Developer School Parties in accordance with the terms of the applicable contracts. (f) In the event such Net Proceeds are not sufficient to expend funds pay in full the costs of such replacement, repair, rebuilding, restoration or relocation, the School Parties shall nonetheless complete the work and pay from their own moneys or from proceeds of Additional Bonds, if any, issued for such purpose that portion of the costs thereof in excess of such proceeds. All such replacements, repairs, rebuilding, restoration or relocations made pursuant to this Section, whether or not requiring the Casualty Escrow expenditure of the money of the School Parties, shall automatically become a part of a Facility as if the same were specifically described herein. (g) Any balance of such proceeds remaining in the Project Fund after payment of all costs of replacement, repair, rebuilding, restoration or relocation of an affected Facility shall, subject to any rebate required to be made to the federal government pursuant to the Indenture or the Tax Compliance Documents, be used to redeem the Bonds as provided in the Indenture. If the entire amount of the Bonds and interest thereon has been fully paid, or provision therefor has been made in accordance with the Indenture, all such remaining proceeds shall be paid to the City for the repair, restoration and/or replacement benefit of the Damaged FacilitiesYCSD.

Damage, Destruction or Condemnation. The parties hereby agree as follows: (a) In the event of damage to or destruction of any portion of the Project Improvements resulting from fire or other casualty Casualty (as defined in Annex 1) during the Term, or in the event any portion of the District Improvements is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking taking, or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with with, a construction escrow agreement reasonably satisfactory to the City UG and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project Improvements or any part thereof shall be damaged or destroyed by a casualty Casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, Developer shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said such costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer Improvements shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c7.11(c), "substantially all of the DistrictImprovements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Homefield Project resulting from fire or other casualty Casualty during the Term, or in the event any portion of the District Homefield Project is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance available to Developer relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City UG, Developer and Developer any Permitted Mortgagee ("Casualty Escrow"). (b) If, at any time during the Term, any portion of the Project Improvements or any part thereof owned by Developer shall be damaged or destroyed by a casualty Casualty (the "Damaged Facilities"), DeveloperDeveloper (and/or its transferees), to the extent of any insurance proceeds made available to Developer (and/or its transferees), shall commence at its sole cost and expense, shall commence expense and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Homefield Project which has previously been conveyed to or other Improvements constituting the Project owned by Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c7.11(c), "substantially all of the DistrictHomefield Project or other Improvements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Termany Homefield Project or other Improvements owned by Developer, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, Project as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project Improvements resulting from fire or other casualty during the Term, or in the event any portion of the District Improvements is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City UG, Developer and Developer any Permitted Mortgagee ("Casualty Escrow"). (b) If, at any time during the Term, the Project Improvements or any part thereof shall be damaged or destroyed by a casualty Casualty (the "Damaged Facilities"), Developer, at its sole cost to the extent insurance proceeds are made available to Developer and expense, to the extent made possible with said proceeds shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer Improvements shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c5.10(c), "substantially all of the DistrictImprovements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer Improvements during the Term, Developer, at its sole cost and expenseto the extent made possible by the proceeds in the Casualty Escrow, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its their former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be disbursed and utilized as required by any deed of trust or mortgage (the “Mortgage”) which is filed for record on the Project. If at the time of the payment of the net proceeds there is not a Mortgage filed for record against the Project, the net proceeds shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall (i) if there is a Mortgage at the time of such damage or destruction, commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty so long as such action is not inconsistent with Developer’s requirements under the Mortgage, and (ii) if there is not a Mortgage at the time of such damage or destruction, commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. If the Developer does not repair, restore or replace the Damaged Facilities, the Developer agrees to remove all damage and debris from the Project Site so that the same is in a safe, clean and slightly condition. If such damage or destruction has rendered the Project uninhabitable and the Developer does not repair, restore or replace the Damaged Facilities, the Developer agrees to remove all of the Project from the Project Site to the extent requested by the City. In the event that Developer does not repair, restore or replace the Damaged Facilities as set forth herein, Developer hereby understands and agrees that the City shall have the right, in the City's discretion, to (i) refuse to approve any further Certificates of Expenditures and make any further disbursements of TIF Proceeds, and/or (ii) terminate the TIF, in which case Developer shall have no further rights to any proceeds or reimbursements therefrom, and/or (iii) terminate this Agreement. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c6.7(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. Notwithstanding the foregoing, if a Casualty Escrow has not been established because there is a Mortgage on the Project, the Developer shall not be obligated to repair, restore or replace the remaining part of the Project if the holder of the Mortgage has withheld the condemnation proceeds. In the event that Developer does not repair, restore or replace the remaining part of the Project as set forth herein, Developer hereby understands and agrees that the City shall have the right, in the City's discretion, to (i) refuse to approve any further Certificates of Expenditures and make any further disbursements of TIF Proceeds, and/or (ii) terminate the TIF, in which case Developer shall have no further rights to any proceeds or reimbursements therefrom, and/or (iii) terminate this Agreement. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In Unless provided otherwise in the event of damage to Credit Agreement or destruction of any portion of the Project resulting from fire or other casualty during the TermBank Mode Credit Agreement, or in the event that at any portion time during the term of this Agreement the whole or part of the District is condemned Prior Project shall be damaged or destroyed, or taken or condemned by a competent authority for any public or quasi-public use or title thereto is found purpose, or by agreement between the Company and those authorized to exercise such right, or if the temporary use of the Prior Project shall be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such so taken by condemnation or taking agreement (a “Loss Event”); (i) the Issuer shall have no right or obligation to rebuild, replace, repair or restore the net proceeds of any realization on title insurance Prior Project, (ii) the Company shall have no obligation to rebuild, replace, repair or restore the Prior Project, (iii) there shall be paid intono abatement, and used postponement or reduction in accordance with the amounts payable by the Company under this Agreement, and (iv) the Company will promptly give written notice of a construction escrow agreement reasonably satisfactory material Loss Event to the City Issuer and Developer ("Casualty Escrow")the Trustee, generally describing the nature and extent thereof. (b) If, at any time during In the Term, event that the whole or a part of the Prior Project or any part thereof shall be is damaged or destroyed or taken or condemned by a casualty (competent authority and the "Damaged Facilities")Company does not rebuild, Developerreplace, repair or restore the Prior Project, the Company shall cause the Bonds to be redeemed pursuant to Section 3.01(i) of the Indenture unless it receives an opinion of Bond Counsel that the Prior Project would still constitute an exempt facility within the meaning of Section 142(a)(1) of the Code or that failure to rebuild would not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. In the event that the whole or a part of the Prior Project is damaged or destroyed or taken or condemned by a competent authority and the Company rebuilds, replaces, repairs or restores the Prior Project, the Company shall do so at its sole own cost and expenseexpense (including, without limitation, from amounts deposited into the Project Fund). The Company shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall not by reason of payment of any such excess costs be entitled to draw upon any reimbursement from the Casualty Escrow Issuer, the Trustee or any Bondholder, nor shall the amounts payable by the Company under this Agreement be abated, postponed or reduced. Any such rebuilding, replacement, repair, restoration or substitution shall: (i) to the extent the Company rebuilds, replaces, repairs, restores or substitutes for payment the Prior Project as a result of said costssuch Loss Event, such rebuilding, replacement, repair, restoration or substitution shall automatically be deemed to be included in the Prior Project for all purposes under the Bond Documents; (ii) not change the nature of the Prior Project as an authorized project as defined in and as contemplated by the Act, nor change the nature of the Prior Project so that it would not constitute an exempt facility within the meaning of Section 142(a)(1) of the Code; and (iii) be effected with due diligence in a good and workmanlike manner, in compliance with all applicable legal requirements and be promptly and fully paid for by the Company in accordance with the terms of the applicable contract(s) therefor. (c) If at any time during The Issuer and the Term, title Company shall cooperate and consult with each other in all matters pertaining to the whole settlement, compromise, arbitration or substantially all adjustment of any claim or demand on account of any Loss Event, but the settlement, compromise, arbitration or adjustment of any such claim or demand shall be subject to the approval only of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this AgreementCompany. (d) In Any proceeds received by or payable to the event Company or the Issuer as a result of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Projecta Loss Event (whether from insurance, as nearly as possiblea condemnation award or otherwise) shall, unless used to its former conditionredeem Bonds, and shall be entitled to draw upon deposited into the Casualty Escrow for payment of said costsProject Fund. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. The parties hereby agree as follows: (a) In the event of damage to or destruction of any portion of the Project Improvements resulting from fire or other casualty Casualty during the Term, or in the event any portion of the District Improvements is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking taking, or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with with, a construction escrow agreement reasonably satisfactory to the City UG, Developer and Developer any Permitted Mortgagee ("Casualty Escrow"). (b) If, at any time during the Term, the Project Improvements or any part thereof shall be damaged or destroyed by a casualty Casualty (the "Damaged Facilities"), Developer, at its sole cost to the extent insurance proceeds are made available to Developer and expense, to the extent made possible with said proceeds shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty Casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer Improvements shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c7.11(c), "substantially all of the DistrictImprovements" shall be deemed to have been taken if the City UG and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) . In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer Improvements during the Term, Developer, at its sole cost and expenseto the extent made possible by the proceeds in the Casualty Escrow, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its their former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the CID District and/or TIF District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City City, Developer, and Developer Developer's construction or permanent lender ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c8.7(c), "substantially all of the DistrictProject" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the DistrictProject, including the parking improvementsParking Improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District Project which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.

Damage, Destruction or Condemnation. (a) In Unless provided otherwise in the event of damage to Credit Agreement or destruction of any portion of the Project resulting from fire or other casualty during the TermRevolving Credit Agreement, or in the event that at any portion time during the term of this Agreement the whole or part of the District is condemned Prior Project shall be damaged or destroyed, or taken or condemned by a competent authority for any public or quasi-public use or title thereto is found purpose, or by agreement between the Company and those authorized to exercise such right, or if the temporary use of the Prior Project shall be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such so taken by condemnation or taking agreement (a “Loss Event”); (i) the Authority shall have no right or obligation to rebuild, replace, repair or restore the net proceeds of any realization on title insurance Prior Project, (ii) the Company shall have no obligation to rebuild, replace, repair or restore the Prior Project, (iii) there shall be paid intono abatement, and used postponement or reduction in accordance with the amounts payable by the Company under this Agreement, and (iv) the Company will promptly give written notice of a construction escrow agreement reasonably satisfactory material Loss Event to the City Authority and Developer ("Casualty Escrow")the Trustee, generally describing the nature and extent thereof. (b) If, at any time during In the Term, event that the whole or a part of the Prior Project or any part thereof shall be is damaged or destroyed or taken or condemned by a casualty (competent authority and the "Damaged Facilities")Company does not rebuild, Developerreplace, repair or restore the Prior Project, the Company shall cause the Bonds to be redeemed pursuant to Section 3.01(i) of the Indenture unless it receives an opinion of Bond Counsel that the Prior Project would still constitute an exempt facility within the meaning of Section 103(b)(4) of the Internal Revenue Code of 1954, as amended, or that failure to rebuild would not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. In the event that the whole or a part of the Prior Project is damaged or destroyed or taken or condemned by a competent authority and the Company rebuilds, replaces, repairs or restores the Prior Project, the Company shall do so at its sole own cost and expenseexpense (including, without limitation, from amounts deposited into the Project Fund). The Company shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall not by reason of payment of any such excess costs be entitled to draw upon any reimbursement from the Casualty Escrow Authority, the Trustee or any Bondholder, nor shall the amounts payable by the Company under this Agreement be abated, postponed or reduced. Any such rebuilding, replacement, repair, restoration or substitution shall: (i) to the extent the Company rebuilds, replaces, repairs, restores or substitutes for payment the Prior Project as a result of said costssuch Loss Event, such rebuilding, replacement, repair, restoration or substitution shall automatically be deemed to be included in the Prior Project for all purposes under the Bond Documents; (ii) not change the nature of the Prior Project as an authorized project as defined in and as contemplated by the Act, nor change the nature of the Prior Project so that it would not constitute an exempt facility within the meaning of Section 103(b)(4) of the Internal Revenue Code of 1954, as amended; and (iii) be effected with due diligence in a good and workmanlike manner, in compliance with all applicable legal requirements and be promptly and fully paid for by the Company in accordance with the terms of the applicable contract(s) therefor. (c) If at any time during The Authority and the Term, title Company shall cooperate and consult with each other in all matters pertaining to the whole settlement, compromise, arbitration or substantially all adjustment of any claim or demand on account of any Loss Event, but the settlement, compromise, arbitration or adjustment of any such claim or demand shall be subject to the approval only of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this AgreementCompany. (d) In Any proceeds received by or payable to the event Company or the Authority as a result of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Projecta Loss Event (whether from insurance, as nearly as possiblea condemnation award or otherwise) shall, unless used to its former conditionredeem Bonds, and shall be entitled to draw upon deposited into the Casualty Escrow for payment of said costsProject Fund. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.