Common use of Disposition of Insurance and Condemnation Proceeds Clause in Contracts

Disposition of Insurance and Condemnation Proceeds. A. The proceeds of property and builders risk insurance maintained by the Corporation pursuant to Section XV, the proceeds of any title insurance obtained pursuant to Section XVIII and the proceeds of any condemnation awards with respect to the Facilities, shall be paid immediately upon receipt by the Corporation or other named insured parties to the Trustee, as assignee of the Authority, for deposit in a special fund which the Trustee shall establish and maintain and hold in trust, to be known as the “Insurance and Condemnation Proceeds Fund.” In the event the Corporation elects to repair or replace the property damaged, destroyed or taken, it shall furnish to the Office plans of the contemplated repair or replacement, accompanied by a Statement (a copy of which statement shall be delivered to the Trustee) of an architect or other qualified expert satisfactory to the Office estimating the reasonable cost of such repair or replacement and a Statement of the Corporation stating that amounts in the Insurance and Condemnation Proceeds Fund, together with investment income reasonably expected to be received with respect thereto and any other funds available or reasonably expected to become available therefor (and which the Corporation shall agree to deposit in said fund when so available), shall be sufficient to repair or replace the property damaged, destroyed or taken in accordance with said plans. After deducting therefrom the reasonable charges and expenses of the Trustee in connection with the collection and disbursement of such moneys, moneys in the Insurance and Condemnation Proceeds Fund shall be disbursed by the Trustee for the purpose of repairing or replacing the property damaged, destroyed or taken in the manner and subject to the conditions set forth in the Indenture with respect to disbursements from the Project Fund to the extent the provisions thereof may reasonably be made applicable. In the event that the proceeds of any loss or damage to or condemnation of the Facilities shall be less than one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements), and so long as an event of default under this Regulatory Agreement has not occurred and is not then continuing, the Trustee shall pay over such proceeds to the Corporation without requiring any of the documents referred to in this Subsection and without any formality whatsoever. B. In the event the Corporation, with the consent of the Office, shall elect not to repair or replace the property damaged, destroyed or taken, as provided in Subsection A of this Section, the Trustee shall transfer all amounts in the Insurance and Condemnation Proceeds Fund on account of such damage, destruction or condemnation to the Special Redemption Account in order to prepay the Loan Repayments and redeem Bonds; provided that if any Parity Debt is then outstanding, any such transfer from the Insurance and Condemnation Proceeds Fund shall be deposited in part in the Special Redemption Account and in part in such other fund or account as may be appropriate (and used for the retirement of such Parity Debt) in the same proportion which the aggregate principal amount of Outstanding Bonds then bears to the aggregate unpaid principal amount of such Parity Debt. C. If all amounts in the Insurance and Condemnation Proceeds Fund and any special redemption account for the retirement of Parity Debt exceed one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements) but are not sufficient to retire all Bonds and Parity Debt then outstanding, the Trustee, upon its receipt of an Officer’s Certificate from the Corporation stating that such amounts are in excess of one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues, shall not transfer said amounts to the Special Redemption Account unless the Corporation shall file with the Trustee a report of a Management Consultant showing that projected Net Income Available for Debt Service will be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect to the retirement of such Bonds and Parity Debt. In the event such report of a Management Consultant shows that projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect to the retirement of such Bonds and Parity Debt, the Corporation shall apply all amounts in the Insurance and Condemnation Proceeds Fund to the repair or replacement of the property damaged, destroyed or taken, as provided in Subsection A of this Section, unless the Corporation shall file a further report of a Management Consultant showing that even after making such repair and replacement, projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three Fiscal Years immediately following such repair and replacement, in which event the Trustee shall transfer all moneys in the Insurance and Condemnation Proceeds Fund to the Special Redemption Account and/or such other trust account for the retirement of Bonds and Parity Debt, as provided in Subsection B of this Section XIX.

Disposition of Insurance and Condemnation Proceeds. A. (a) The proceeds Commission shall provide the Trustee with immediate written notice of property and builders risk insurance maintained by (i) any material loss or damage to the Corporation pursuant Hotel or any part thereof, or (ii) any actual or threatened action or proceeding relating to Section XVany condemnation or other taking, direct or indirect, or sale or transfer in lieu of a condemnation or taking (each, a “Taking”) of the Hotel or any part thereof. To the extent of any loss or damage to or Taking of the Hotel only, the proceeds Commission hereby irrevocably authorizes and empowers the Trustee as the Commission’s attorney-in-fact coupled with an interest to make the proof of loss, adjust and compromise any title claim under insurance obtained pursuant policies and to Section XVIII appear in and prosecute or defend any action arising from such insurance policies or any Taking. The Trustee shall be entitled to collect, and the proceeds of any condemnation awards with respect Commission hereby assigns to the Facilities, shall be paid immediately upon receipt by the Corporation or other named insured parties to the Trustee, as assignee of the Authority, Trustee for deposit in a special fund which the Trustee shall establish and maintain and hold in trust, to be known as the “Insurance and Condemnation Proceeds Fund.” In the event the Corporation elects to repair or replace the property damaged, destroyed or taken, it shall furnish to the Office plans of the contemplated repair or replacement, accompanied by a Statement (a copy of which statement shall be delivered to the Trustee) of an architect or other qualified expert satisfactory to the Office estimating the reasonable cost of such repair or replacement and a Statement of the Corporation stating that amounts in into the Insurance and Condemnation Proceeds Fund, all insurance proceeds or the proceeds of any award, payment or claim for damages, direct or consequential, in connection with any Taking of the Hotel and is further entitled to deduct therefrom the Trustee’s reasonable out-of-pocket expenses incurred in the collection of such proceeds (such proceeds after such deductions, the “Available Amount”). (b) The Trustee shall cause the Available Amount, together with all other amounts deposited with Trustee as a result of a Shortfall (as defined below), to be applied to the cost of restoration and reconstruction of the Hotel so long as the Commission has certified that the following conditions have been met: (i) no Event of Default then exists, (ii) the Available Amount together with all investment income reasonably earned or expected to be received earned thereon and other proceeds deposited with respect thereto and any other funds available or reasonably expected to become available therefor (and which the Corporation shall agree to deposit in said fund when so available), shall Trustee will be sufficient to repair restore the Hotel to its Pre-Existing Condition (as defined below), or replace if such proceeds are not sufficient (a “Shortfall”), the property damagedCommission shall have deposited or caused to be deposited, destroyed or taken in accordance with said plans. After deducting therefrom the reasonable charges and expenses of the Trustee in connection with the collection and disbursement of such moneys, moneys in into the Insurance and Condemnation Proceeds Fund shall the full amount of such Shortfall within 30 days after Trustee’s written notice of such Shortfall, (iii) the Hotel can be disbursed by restored and repaired as nearly as is reasonably practicable to the Trustee for condition it was in immediately prior to a casualty in the purpose case of repairing any casualty or replacing to a condition, in the property damagedcase of any Taking, destroyed or taken that permits the Hotel’s use in the manner contemplated by this Trust Agreement and subject for which the Hotel was originally constructed, in each case in compliance with all Hotel Requirements (the “Pre-Existing Condition”), (iv) the Commission shall have received and approved, in its reasonable judgment, plans and detailed specifications of the contemplated repair or restoration of the Hotel, together with a statement of an architect that the Hotel can be restored to the conditions set forth its Pre-Existing Condition in the Indenture with respect to disbursements from time and for the Project Fund to the extent the provisions thereof may reasonably be made applicable. In the event that the proceeds of any loss or damage to or condemnation cost specified in such plans and specifications, and (v) if more than 15% of the Facilities shall be less than one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements), and so long as an event of default under this Regulatory Agreement has not occurred and Hotel is not then continuing, the Trustee shall pay over such proceeds to the Corporation without requiring any of the documents referred to in this Subsection and without any formality whatsoever. B. In the event the Corporation, with the consent of the Office, shall elect not to repair or replace the property damaged, destroyed or taken, Commission shall have furnished to the Trustee a guaranteed maximum or fixed price contract for the restoration or repair of the Hotel to the Pre- Existing Condition for an amount not in excess of the Available Amount together with all investment income earned or expected to be earned thereon and all other amounts deposited with Trustee as a result of a Shortfall. (c) Following a casualty loss or Taking affecting the Hotel, if the Available Amount together with all investment income earned or expected to be earned thereon and all other amounts deposited with Trustee as a result of a Shortfall is made available for repair or restoration and is sufficient for such purpose, the Commission shall cause the restoration of the Hotel to substantially its Pre-Existing Condition or such other condition as the Trustee may approve in writing, and the Commission shall cause the commencement of such restoration or repair as soon as practicable after the casualty loss or Taking and at all times thereafter the diligent prosecution thereof to completion. Subject to satisfaction of conditions set forth in Section 7.19(b) and provided that there no Event of Default has occurred and is continuing, Trustee will disburse any insurance proceeds or condemnation awards collected by it in Subsection A accordance with the applicable procedures of this SectionSection 5.04 and shall be entitled to condition disbursement of any such insurance proceeds or condemnation awards upon satisfaction of the terms and conditions specified in Section 5.04. (d) Any amount of insurance proceeds remaining in the Trustee’s possession after full and final payment and discharge of all Bonds shall be refunded to the Commission or otherwise paid in accordance with Applicable Law. If the Trustee acquires title to the Hotel, the Trustee shall transfer have all amounts of the right, title and interest of Commission in and to any insurance policies and unearned premiums thereon, any proceeds, awards or damages arising from any Taking and in and to the proceeds resulting from any damage to Commission’s interest therein prior to such sale or acquisition. (e) Notwithstanding the provisions of Section 7.19(b), all condemnation proceeds resulting from a temporary Taking that are not attributable to compensation for alterations or physical damage to the real or personal property used in the Insurance and Condemnation Proceeds Fund on account operation of such damage, destruction or condemnation to the Special Redemption Account in order to prepay the Loan Repayments and redeem Bonds; provided that if any Parity Debt is then outstanding, any such transfer from the Insurance and Condemnation Proceeds Fund Hotel shall be deemed Total Operating Revenues and deposited in part in the Special Redemption Account and in part in such other fund or account as may be appropriate (and used for the retirement of such Parity Debt) in the same proportion which the aggregate principal amount of Outstanding Bonds then bears to the aggregate unpaid principal amount of such Parity DebtLockbox Fund. C. If all amounts in the Insurance and Condemnation Proceeds Fund and any special redemption account for the retirement of Parity Debt exceed one and one-half percent (1-1/2%f) of the Corporation’s Adjusted Annual Operating Revenues Subsections (as shown on the Corporation’s most recent audited financial statementsa) but are not sufficient to retire all Bonds and Parity Debt then outstanding, the Trustee, upon its receipt of an Officer’s Certificate from the Corporation stating that such amounts are in excess of one and one-half percent through (1-1/2%e) of the Corporation’s Adjusted Annual Operating Revenues, shall not transfer said amounts to the Special Redemption Account unless the Corporation shall file with the Trustee a report of a Management Consultant showing that projected Net Income Available for Debt Service will be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect to the retirement of such Bonds and Parity Debt. In the event such report of a Management Consultant shows that projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect to the retirement of such Bonds and Parity Debt, the Corporation shall apply all amounts in the Insurance and Condemnation Proceeds Fund to the repair or replacement of the property damaged, destroyed or taken, as provided in Subsection A of this Section, unless the Corporation shall file a further report of a Management Consultant showing that even after making such repair and replacement, projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three Fiscal Years immediately following such repair and replacement, in which event the Trustee shall transfer all moneys in the Insurance and Condemnation Proceeds Fund to the Special Redemption Account and/or such other trust account for the retirement of Bonds and Parity Debt, as provided in Subsection B of this Section XIXshall apply only after the Date of Final Completion. Prior to the Date of Final Completion, in the event of any casualty, loss or Taking affecting the Hotel, the Commission shall cause the Hotel to be restored or rebuilt in accordance with the Design-Build Agreement.

Disposition of Insurance and Condemnation Proceeds. A. The proceeds of property and builders risk insurance maintained by the Corporation pursuant to Section XV, the proceeds of any title titl e insurance obtained pursuant to Section XVIII and the proceeds of any condemnation awards with wi th respect to the Facilities, shall be paid immediately upon receipt by the Corporation or other named insured parties to the Trustee, as assignee of the Authority, for deposit in a special spec ial fund which the Trustee shall establish and maintain and hold in trust, to be known as the “Insurance and Condemnation Proceeds Fund.” In the event the Corporation elects to repair or replace the property damaged, destroyed or taken, it shall furnish to the Office plans of the contemplated repair or replacement, accompanied by a Statement (a copy of which statement shall be delivered to the Trustee) of an architect or other qualified expert satisfactory to the Office estimating the reasonable cost of such repair or replacement and a Statement of the Corporation stating that amounts in the Insurance and Condemnation Proceeds Fund, together toge ther with investment income reasonably expected to be received with respect thereto theret o and any other funds available or reasonably expected to become available therefor (and which whic h the Corporation shall agree to deposit in said fund when so available), shall be sufficient to repair or replace the property damaged, destroyed or taken in accordance with said planspl ans. After deducting therefrom the reasonable charges and expenses of the Trustee in connection connectio n with the collection and disbursement of such moneys, moneys in the Insurance and Condemnation Condemnati on Proceeds Fund shall be disbursed by the Trustee for the purpose of repairing or replacing replacin g the property damaged, destroyed or taken in the manner and subject to the conditions set se t forth in the Indenture with respect to disbursements from the Project Acquisition Fund to the extent the provisions thereof may reasonably be made applicable. In the event that the proceeds proceed s of any loss or damage to or condemnation of the Facilities shall be less than one and one-half percent (1-1/21 / 2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements), and so long as an event of default defa ult under this Regulatory Agreement has not occurred and is not then continuing, the Trustee Trus tee shall pay over such proceeds to the Corporation without requiring any of the documents document s referred to in this Subsection and without any formality whatsoever. B. In the event the Corporation, with the consent consen t of the Office, shall elect not to repair or replace the property damaged, destroyed or taken, as provided in Subsection A of this Section, the Trustee shall transfer all amounts in the Insurance and Condemnation Proceeds Fund on account of such damage, destruction or condemnation condem nation to the Special Redemption Account in order to prepay the Loan Repayments and redeem Bonds; provided that if any Parity Debt is then outstanding, any such transfer from the Insurance and Condemnation Proceeds Fund shall be deposited in part in the Special Redemption Account and in part in such other fund or account as may be appropriate (and used for the retirement of such Parity Debt) in the same proportion which the aggregate principal amount amou nt of Outstanding Bonds then bears to the aggregate unpaid principal amount of such Parity Debt. C. If all amounts in the Insurance and Condemnation Co ndemnation Proceeds Fund and any special redemption account for the retirement of Parity Debt exceed one and one-half percent (1-1/21 / 2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements) but are not sufficient to retire all Bonds and Parity Debt then outstanding, the Trustee, Trustee upon its receipt of an Officer’s Certificate from the Corporation stating that such amounts are in excess ex cess of one and one-half percent (1-1/21 / 2%) of the Corporation’s Adjusted Annual Operating RevenuesReve nues, shall not transfer said amounts to the Special Redemption Account unless the Corporation Corporatio n shall file with the Trustee a report of a Management Consultant showing that projected Net Ne t Income Available for Debt Service will be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect to the retirement retireme nt of such Bonds and Parity Debt. In the event such report of a Management Consultant shows that projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Aggregat e Debt Service for the three full Fiscal Years immediately following such transfer after giving effect to the retirement of such Bonds and Parity Debt, the Corporation shall apply all a ll amounts in the Insurance and Condemnation Proceeds Fund to the repair or replacement of the property damaged, destroyed or taken, as provided in Subsection A of this Section, unless the Corporation shall file a further report of a Management Consultant showing that even after af ter making such repair and replacement, projected Net Income Available for Debt Service Servic e will not be sufficient to pay Aggregate Debt Service for the three Fiscal Years Year s immediately following such repair and replacement, in which event the Trustee shall transfer all moneys in the Insurance and Condemnation Proceeds Fund to the Special Redemption Account and/or and / or such other ot her trust account for the retirement of Bonds and Parity Debt, as provided in Subsection B of this Section XIX.

Disposition of Insurance and Condemnation Proceeds. A. Each Borrower shall promptly notify the Administrative Agent and the Lenders of any loss, damage, or destruction to the Collateral, whether or not covered by insurance. The Administrative Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of property Collateral directly and builders risk to apply them as follows: (a) With respect to insurance maintained and condemnation proceeds relating to Collateral other than Fixed Assets, Borrowers shall promptly remit, or cause to be promptly remitted, to the Administrative Agent all such proceeds and, after deducting from such proceeds the reasonable expenses, if any, incurred by the Corporation pursuant to Section XVAdministrative Agent in the collection or handling thereof, the Administrative Agent shall apply such proceeds to the reduction of any title insurance obtained pursuant to the Obligations in the order provided for in Section XVIII and the proceeds of any condemnation awards with 3.6. (b) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets ("Fixed Asset Loss Proceeds"), the FacilitiesBorrowers shall promptly remit, shall or cause to be paid immediately upon receipt by the Corporation or other named insured parties remitted, to the TrusteeAdministrative Agent all such Fixed Asset Loss Proceeds and, as assignee of the Authority, for deposit in a special fund which the Trustee shall establish and maintain and hold in trust, to be known as the “Insurance and Condemnation Proceeds Fund.” In the event the Corporation elects to repair or replace the property damaged, destroyed or taken, it shall furnish to the Office plans of the contemplated repair or replacement, accompanied by a Statement (a copy of which statement shall be delivered to the Trustee) of an architect or other qualified expert satisfactory to the Office estimating the reasonable cost of such repair or replacement and a Statement of the Corporation stating that amounts in the Insurance and Condemnation Proceeds Fund, together with investment income reasonably expected to be received with respect thereto and any other funds available or reasonably expected to become available therefor (and which the Corporation shall agree to deposit in said fund when so available), shall be sufficient to repair or replace the property damaged, destroyed or taken in accordance with said plans. After after deducting therefrom the reasonable charges and expenses expenses, if any, incurred by the Administrative Agent in the collection or handling thereof, the Administrative Agent shall apply such Fixed Asset Loss Proceeds to the reduction of the Trustee Obligations in connection the manner specified in Section 3.6. Concurrently with the collection and disbursement its application of such moneysFixed Asset Loss Proceeds to the Obligations, moneys the Administrative Agent shall impose, or add to, a reserve (the "Fixed Asset Reserve") in an amount equal to the amount of such Fixed Asset Loss Proceeds applied to the Obligations. If the Borrowers shall, within a period of ninety (90) days after the Administrative Agent's receipt of such Fixed Asset Loss Proceeds, elect, by written notice to the Administrative Agent, to replace, repair, restore or rebuild the relevant Fixed Asset that was the subject of the insured loss or condemnation, or if the Administrative Agent (acting at the direction of the Supermajority Lenders) shall require the Borrowers to replace, repair, restore, or rebuild such Fixed Asset, then the Borrowers shall proceed to do so in a diligent and expeditious manner and (in the Insurance case of a repair, restoration or rebuilding) with material and Condemnation Proceeds Fund workmanship of substantially the same quality as existed before such insured loss or condemnation; and the Administrative Agent shall be disbursed by reduce the Trustee amount of the Fixed Asset Reserve on each date that the Borrowers request a Revolving Loan for the purpose of repairing paying any indebtedness incurred by them for the replacement, repair, restoration or replacing the property damagedrebuilding of such Fixed Asset (a "Restoration Advance"), destroyed or taken but any such reduction in the manner Fixed Asset Reserve shall be conditioned upon satisfaction of each of the following conditions: (1) no Default or Event of Default exists at the time of the Borrowers' request for a Restoration Advance or would exist after the funding thereof; (2) the Borrowers first (i) provide the Administrative Agent and subject the Lenders with plans and specifications ("Plans and Specs") for any repair, restoration or rebuilding, and such Plans and Specs are reasonably satisfactory to the conditions set forth in Administrative Agent and the Indenture with respect to disbursements from the Project Fund Majority Lenders and (ii) demonstrate to the extent the provisions thereof may reasonably be made applicable. In the event that the proceeds of any loss or damage to or condemnation reasonable satisfaction of the Facilities shall be less than one Administrative Agent and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements), and so long as an event of default under this Regulatory Agreement has not occurred and is not then continuing, the Trustee shall pay over such proceeds Majority Lenders that funds available to the Corporation without requiring any of the documents referred to in this Subsection and without any formality whatsoever. B. In the event the Corporation, with the consent of the Office, shall elect not to repair or replace the property damaged, destroyed or taken, as provided in Subsection A of this Section, the Trustee shall transfer all amounts in the Insurance and Condemnation Proceeds Fund on account of such damage, destruction or condemnation to the Special Redemption Account in order to prepay the Loan Repayments and redeem Bonds; provided that if any Parity Debt is then outstanding, any such transfer from the Insurance and Condemnation Proceeds Fund shall be deposited in part in the Special Redemption Account and in part in such other fund or account as may be appropriate (and used for the retirement of such Parity Debt) in the same proportion which the aggregate principal amount of Outstanding Bonds then bears to the aggregate unpaid principal amount of such Parity Debt. C. If all amounts in the Insurance and Condemnation Proceeds Fund and any special redemption account for the retirement of Parity Debt exceed one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements) but are not sufficient to retire all Bonds and Parity Debt then outstanding, the Trustee, upon its receipt of an Officer’s Certificate from the Corporation stating that such amounts are in excess of one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues, shall not transfer said amounts to the Special Redemption Account unless the Corporation shall file with the Trustee a report of a Management Consultant showing that projected Net Income Available for Debt Service Borrowers will be sufficient to pay Aggregate Debt Service for complete such project in accordance with the three full Fiscal Years immediately following such transfer Plans and Specs; (3) the Commitment Termination Date has not occurred; (4) after giving effect to any requested Restoration Advance, and a concurrent reduction in the retirement Fixed Asset Reserve in a corresponding amount, no Overadvance Condition would exist; and (5) the aggregate amount of such Bonds Restoration Advances in connection with which the Fixed Asset Reserve is to be reduced does not exceed the lesser of (x) $8,000,000 and Parity Debt. In (y) the event such report amount of a Management Consultant shows that projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect insurance or condemnation proceeds applied to the retirement Obligations as a result of such Bonds and Parity Debt, the Corporation shall apply all amounts in the Insurance and Condemnation Proceeds Fund loss of or damage to the repair relevant Fixed Asset. If the aggregate proceeds attributable to the loss of Fixed Assets in a single casualty or replacement condemnation exceed $8,000,000, then the excess ("Excess Casualty/Condemnation Proceeds") shall not form a part of the property damaged, destroyed or taken, as provided in Subsection A of this Section, unless the Corporation Fixed Asset Reserve but shall file a further report of a Management Consultant showing that even after making such repair and replacement, projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three Fiscal Years immediately following such repair and replacement, in which event the Trustee shall transfer all moneys in the Insurance and Condemnation Proceeds Fund added to the Special Redemption Account and/or such other trust account for the retirement of Bonds and Parity Debt, as provided in Subsection B of this Section XIXReduction Event Reserve.

Disposition of Insurance and Condemnation Proceeds. A. The Each Borrower shall promptly notify Administrative Agent and the Lenders of any loss, damage, or destruction to any Collateral, whether or not covered by insurance, if the fair market value or book value (whichever is greater) of the subject Collateral is $100,000 or more. Administrative Agent is hereby authorized to collect, subject to the rights of any holder of a Senior Permitted Lien, all insurance and condemnation proceeds in respect of property Collateral directly and builders risk to apply them as follows: (a) With respect to insurance maintained and condemnation proceeds relating to Collateral other than Fixed Assets, Borrowers shall promptly remit, or cause to be promptly remitted, to Administrative Agent all such proceeds and, after deducting from such proceeds the reasonable expenses, if any, incurred by Administrative Agent in the Corporation pursuant collection or handling thereof, Administrative Agent shall apply such proceeds to the reduction of the Obligations in the order provided for in Section XV3.6. (b) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed Assets ("Fixed Asset Loss Proceeds") not otherwise payable to the holder of a Senior Permitted Lien thereon, the proceeds of any title insurance obtained pursuant Borrowers shall promptly remit, or cause to Section XVIII and the proceeds of any condemnation awards with respect to the Facilities, shall be paid immediately upon receipt by the Corporation or other named insured parties to the Trustee, as assignee of the Authority, for deposit in a special fund which the Trustee shall establish and maintain and hold in trustremitted, to be known as the “Insurance and Condemnation Administrative Agent all such Fixed Asset Loss Proceeds Fund.” In the event the Corporation elects to repair or replace the property damagedand, destroyed or taken, it shall furnish to the Office plans of the contemplated repair or replacement, accompanied by a Statement (a copy of which statement shall be delivered to the Trustee) of an architect or other qualified expert satisfactory to the Office estimating the reasonable cost of such repair or replacement and a Statement of the Corporation stating that amounts in the Insurance and Condemnation Proceeds Fund, together with investment income reasonably expected to be received with respect thereto and any other funds available or reasonably expected to become available therefor (and which the Corporation shall agree to deposit in said fund when so available), shall be sufficient to repair or replace the property damaged, destroyed or taken in accordance with said plans. After after deducting therefrom the reasonable charges and expenses expenses, if any, incurred by Administrative Agent in the collection or handling thereof, Administrative Agent shall deposit such Fixed Asset Loss Proceeds into the Cash Collateral Account, which shall be subject to Administrative Agent's Liens as security for the payment of the Trustee in connection with Obligations. If the collection and disbursement Borrowers shall, within a period of sixty (60) days after Administrative Agent's receipt of such moneysFixed Asset Loss Proceeds, moneys elect, by written notice to Administrative Agent, to replace, repair, restore or rebuild the relevant Fixed Asset that was the subject of the insured loss or condemnation, or if Administrative Agent (acting at the direction of the Majority Lenders) shall require the Borrowers to replace, repair, restore, or rebuild such Fixed Asset, then the Borrowers shall proceed to do so in a diligent and expeditious manner and (in the Insurance case of a repair, restoration or rebuilding) with material and Condemnation Proceeds Fund workmanship of substantially the same quality as existed before such insured loss or condemnation; and Administrative Agent shall be disbursed by authorized to remit funds from the Trustee Cash Collateral Account to the Borrowers for the purpose of repairing replacement, repair, restoration or replacing rebuilding of such Fixed Asset (a "Restoration Remittance") but Administrative Agent's and Lenders' obligation to make any such Restoration Remittance shall be conditioned upon satisfaction of each of the property damagedfollowing conditions: (1) no Default or Event of Default exists at the time of the Borrowers' request for a Restoration Remittance or would exist after the funding thereof; (2) the Borrowers first (i) provide Administrative Agent and the Lenders with plans and specifications ("Plans and Specs") for any repair, destroyed restoration or taken in the manner and subject to the conditions set forth in the Indenture with respect to disbursements from the Project Fund rebuilding to the extent that the provisions thereof may project costs could reasonably be made applicable. In the event that the proceeds of any loss or damage expected to or condemnation of the Facilities shall be less than one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements)exceed $1,000,000, and so long as an event of default under this Regulatory Agreement has not occurred such Plans and is not then continuing, Specs are reasonably satisfactory to Administrative Agent and the Trustee shall pay over such proceeds Majority Lenders and (ii) demonstrate to the Corporation without requiring any reasonable satisfaction of Administrative Agent and the documents referred to in this Subsection and without any formality whatsoever. B. In the event the Corporation, with the consent of the Office, shall elect not to repair or replace the property damaged, destroyed or taken, as provided in Subsection A of this Section, the Trustee shall transfer all amounts in the Insurance and Condemnation Proceeds Fund on account of such damage, destruction or condemnation Majority Lenders that funds available to the Special Redemption Account in order to prepay the Loan Repayments and redeem Bonds; provided that if any Parity Debt is then outstanding, any such transfer from the Insurance and Condemnation Proceeds Fund shall be deposited in part in the Special Redemption Account and in part in such other fund or account as may be appropriate (and used for the retirement of such Parity Debt) in the same proportion which the aggregate principal amount of Outstanding Bonds then bears to the aggregate unpaid principal amount of such Parity Debt. C. If all amounts in the Insurance and Condemnation Proceeds Fund and any special redemption account for the retirement of Parity Debt exceed one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues (as shown on the Corporation’s most recent audited financial statements) but are not sufficient to retire all Bonds and Parity Debt then outstanding, the Trustee, upon its receipt of an Officer’s Certificate from the Corporation stating that such amounts are in excess of one and one-half percent (1-1/2%) of the Corporation’s Adjusted Annual Operating Revenues, shall not transfer said amounts to the Special Redemption Account unless the Corporation shall file with the Trustee a report of a Management Consultant showing that projected Net Income Available for Debt Service Borrowers will be sufficient to pay Aggregate Debt Service for complete such project in accordance with the three full Fiscal Years immediately following such transfer after giving effect Plans and Specs; (3) the Commitment Termination Date has not occurred; (4) the aggregate amount of all Restoration Remittances during the DIP Term does not exceed $3,500,000 and (5) the aggregate amount of Restoration Remittances made to replace, restore, repair or rebuild any Fixed Asset does not exceed the Fixed Asset Loss Proceeds attributable to the retirement of such Bonds and Parity DebtFixed Asset. In the event such report of a Management Consultant shows that projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three full Fiscal Years immediately following such transfer after giving effect Notwithstanding anything to the retirement contrary contained in this Agreement, at any time an Event of such Bonds Default exists, Administrative Agent may (and Parity Debt, at the Corporation shall direction of the Majority Lenders shall) apply all amounts in or any portion of the Insurance and Condemnation proceeds of the Cash Collateral Account attributable to Fixed Asset Loss Proceeds Fund to the repair payment of all or replacement any portion of the property damaged, destroyed or taken, as provided in Subsection A of this Section, unless the Corporation shall file a further report of a Management Consultant showing that even after making such repair and replacement, projected Net Income Available for Debt Service will not be sufficient to pay Aggregate Debt Service for the three Fiscal Years immediately following such repair and replacement, in which event the Trustee shall transfer all moneys in the Insurance and Condemnation Proceeds Fund to the Special Redemption Account and/or such other trust account for the retirement of Bonds and Parity Debt, as provided in Subsection B of this Section XIXObligations.