Common use of Disposition of Insurance Proceeds Clause in Contracts

Disposition of Insurance Proceeds. (a) Except as provided otherwise in subsection (b) below, and subject to the requirements of Lessee’s lenders under any Indenture and the terms of any financing and loan agreements to which Lessee is a party, any and all fire or other insurance proceeds that become payable at any time during the Lease Term because of damage to or destruction of any improvements on the Premises or the Hospital Assets shall be paid to Lessee and applied by Lessee toward the cost of repairing and restoring the damaged or destroyed improvements or Hospital Assets as required hereunder. (b) Commencing on the earliest to occur of (1) the date Lessor executes with a third party a new lease for the Premises to be effective upon expiration or termination of this Lease, or (2) the date that is five (5) years prior to the expiration of the Lease Term without Lessee and Lessor having entered into an extension of this Lease or a new lease for the Premises, the following provisions shall apply: (i) Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject to the requirements of Subsection (ii) below, withhold, condition, or delay in its sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage to or destruction of any improvements on the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements to the Premises, any improvements thereon, or for any Hospital Assets and, subject to the requirements of subsection (ii) below, Lessor may direct Lessee as to the expenditure, retention, reserving, application, or other disposition or use of such proceeds. (ii) Lessor’s right to direct the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments under this subsection (b) shall be subject and subordinate to any and all requirements imposed on the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreement.

Disposition of Insurance Proceeds. (a) Except as provided otherwise in subsection (b) belowAll proceeds payable by reason of any loss or damage to the Leased Premises, or any portion thereof, and subject to the requirements of Lessee’s lenders insured under any Indenture and the terms policy of insurance required by Article 12 of this Lease (exclusive, however, of any financing and loan agreements to which Lessee is a party, any and all fire proceeds of insurance covering Tenant’s equipment used in its business or other insurance business related personal property and exclusive of proceeds that become payable at from business interruption insurance), shall be paid to Landlord, free from any time during claim or right of Tenant, and shall be used solely and made available for reconstruction or repair, as the Lease Term because case may be, of any damage to or destruction of the Leased Premises, or any improvements on the Premises or the Hospital Assets portion thereof, and shall be paid out from time to Lessee and applied by Lessee toward time for the reasonable cost of repairing such reconstruction or repair in accordance with this Article 13. Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction of the Leased Premises shall be the property of Landlord free and restoring clear, with Tenant being entitled to its pro-rata share of such excess, upon completion of any such repair and restoration, except as otherwise specifically provided below in this Article 13. In the damaged or destroyed improvements or Hospital Assets event Landlord is not required to repair and restore the Leased Premises as required hereunder. (b) Commencing on a result of the earliest to occur of (1) the date Lessor executes with a third party a new lease for the Premises to be effective upon expiration or termination of this Lease, then all such insurance proceeds shall be retained by and shall belong to Landlord, free from any claim or (2) the date that is five (5) years prior right of Tenant, except however, Tenant shall be entitled to receive a portion of such proceeds equal to the expiration unamortized costs of the capital additions which were paid directly by Tenant, based upon the Term of the Lease Term without Lessee as stated herein, and Lessor having entered into an extension the remaining portion of this the Lease, had the Lease or a new lease for the Premises, the following provisions not been terminated. All salvage resulting from any risk covered by insurance shall apply: (i) Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject belong to the requirements of Subsection (ii) below, withhold, condition, or delay in its sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage to or destruction of any improvements on the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements to the Premises, any improvements thereon, or for any Hospital Assets and, subject to the requirements of subsection (ii) below, Lessor may direct Lessee as to the expenditure, retention, reserving, application, or other disposition or use of such proceedsTenant. (ii) Lessor’s right to direct the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments under this subsection (b) shall be subject and subordinate to any and all requirements imposed on the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreement.

Disposition of Insurance Proceeds. (a) Except as provided otherwise If there shall occur any Casualty in subsection respect of which insurance proceeds not in excess of $85,000,000 are payable, insurance proceeds received in respect of such Casualty by the Collateral Agent (band retained by the Collateral Agent in accordance with the Intercreditor Agreement) belowmay, upon request of the Borrower, be withdrawn from the Proceeds Collateral Account and subject paid to the requirements Borrower for application to the repair or restoration of Lessee’s lenders under the damage or destruction giving rise to such Casualty (but not of any Indenture ABL Priority Collateral); provided that Holdings and the terms Subsidiaries shall have promptly commenced and shall be diligently continuing efforts to repair or restore the Xxxxx Springs Refinery, in compliance with all legal requirements, so that its value and utility shall be substantially equal to that of any financing the Xxxxx Springs Refinery existing immediately prior to such Casualty; and loan agreements provided further that the Collateral Agent may establish reasonable procedures for the monitoring of such repair or restoration and to which Lessee is a party, any and all fire or other ensure that such insurance proceeds that become payable at any time during are applied only to pay the Lease Term because proper costs of damage to such repair or destruction of any improvements on the Premises or the Hospital Assets shall be paid to Lessee and applied by Lessee toward the cost of repairing and restoring the damaged or destroyed improvements or Hospital Assets as required hereunderrestoration. (b) Commencing on Subject to Section 2.11(c), if there shall occur any Casualty in respect of which insurance proceeds in excess of $85,000,000 are payable, insurance proceeds received in respect of such Casualty by the earliest Collateral Agent (and retained by the Collateral Agent in accordance with the Intercreditor Agreement) may be withdrawn from the Proceeds Collateral Account and paid to occur the Borrower for application to the repair or restoration of the damage or destruction giving rise to such Casualty (1but not of any ABL Priority Collateral) if either (x) the date Lessor executes with a third party a new lease for Collateral Agent shall direct Holdings and the Premises Subsidiaries to be effective upon expiration undertake such repair or termination of this Lease, restoration and shall make such proceeds available therefor or (2y) the date that is five (5) years prior to the expiration each of the Lease Term without Lessee and Lessor having entered into an extension of this Lease or a new lease for the Premises, the following provisions conditions shall applyhave been satisfied: (i) Lessee shall notafter giving effect to any proposed repair and restoration, without Lessor’s prior written consent, which Lessor may, subject to the requirements of Subsection (ii) below, withhold, condition, or delay in its sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of such damage to or destruction will not result in a Default or an Event of any improvements on the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements to the Premises, any improvements thereon, or for any Hospital Assets and, subject to the requirements of subsection (ii) below, Lessor may direct Lessee as to the expenditure, retention, reserving, application, or other disposition or use of such proceeds.Default; (ii) Lessorthe Collateral Agent shall have received, to the extent requested by the Collateral Agent, an opinion of counsel for the Borrower reasonably acceptable to the Collateral Agent to the effect that no Governmental Approval is necessary to proceed with the repair and restoration and that no amendment to this Agreement or any other Loan Document and no other instruments are necessary for the purpose of subjecting the repair or restoration to the Liens of the Security Documents, except such, if any, as shall have been delivered to the Collateral Agent (with such opinion stating that any such amendment or instrument has been duly executed and delivered by, and is a valid and binding agreement of, Holdings and the Subsidiaries and subjects such repair or restoration to the Liens of the Security Documents), and any permit or approval not yet obtained (and not ordinarily obtainable until a later stage of reconstruction) and the obtaining of which shall be reasonably expected in due course; (iii) the Collateral Agent shall have received such additional title insurance, title insurance endorsements, mechanic’s right to direct the expenditurelien waiver certificates, retention, reserving, application, opinions or other disposition materials as it shall in its reasonable judgment consider necessary or use appropriate in connection with such repair or restoration or to preserve or protect the Mortgages and the other Security Documents, the Liens thereunder and its rights hereunder and under the other Loan Documents; (iv) it shall be reasonably certain that the value and utility of the Xxxxx Springs Refinery as repaired or restored will be substantially equal to that of the Xxxxx Springs Refinery existing immediately prior to such Casualty and, if requested by the Collateral Agent, a report of an independent engineer retained by the Collateral Agent (at the expense of the Borrower) with respect thereto; and (v) in the case of a Material Casualty or Condemnation, a Proposed Work Plan, Proposed Work Budget and Proposed Obligations Service Plan shall have been accepted by the Collateral Agent; provided that Holdings and the Subsidiaries shall have promptly commenced and shall be diligently continuing efforts to repair or restore the Xxxxx Springs Refinery, in compliance with all legal requirements, so that its value and utility shall be substantially equal to that of the Xxxxx Springs Refinery existing immediately prior to such Casualty. From time to time as such repair or restoration progresses, insurance proceeds in respect of such Casualty received by the Collateral Agent (and retained by the Collateral Agent in accordance with the Intercreditor Agreement) may be withdrawn from the Proceeds Collateral Account as needed to pay amounts then due and payable or required to be paid and paid over to or at the direction of the Borrower to pay for the cost of the repair or restoration in respect of which such insurance proceeds were received (but not of any ABL Priority Collateral), upon the Borrower’s written request and, to the extent requested by the Collateral Agent, (A) the presentation to the Collateral Agent of all documents, certificates and information with respect to such insurance proceeds and (B) delivery of a certificate of a Responsible Officer of each of Holdings and the Borrower (1) describing in reasonable detail the nature of the repair or payments restoration work in respect of which funds are then required, (2) stating the cost of such repair or restoration and the specific amount requested to be paid over to or upon the order of the Borrower and that such amount is requested to pay amounts then due and payable or required to be paid in respect thereof, (3) stating that a sufficient amount of funds (including unused and available commitments under this subsection (b) shall the Permitted ABL Facility as to which all applicable conditions to borrowing are reasonably expected to be subject satisfied and subordinate to any and all requirements imposed on the expenditure, retention, reserving, application, or other disposition or use proceeds of any subordinated debt or equity financing) is or will be available to the Borrower on terms satisfactory to the Administrative Agent to complete the restoration of the Xxxxx Springs Refinery, and (4) stating that no Default or Event of Default has occurred and is continuing; provided that the Collateral Agent may establish procedures for the monitoring of such repair or restoration and to ensure that such insurance proceeds are applied only to pay the proper costs of such repair or payments contained restoration and that disbursements in respect of a Material Casualty or Condemnation may only be made upon verification by an independent engineer retained by the Collateral Agent of continuing compliance with any financing or loan agreement to which Lessee is a party, including, without limitation, applicable Work Plan and Work Budget and by the Collateral Agent of compliance with any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreementapplicable Debt Service Plan.

Disposition of Insurance Proceeds. (a) Except as provided otherwise in subsection (b) below, and subject to In the requirements event all of Lessee’s lenders under the Special Facilities or any Indenture and the terms of any financing and loan agreements to which Lessee part thereof is a party, any and all fire or other insurance proceeds that become payable at any time during the Lease Term because of damage to or destruction of any improvements on the Premises or the Hospital Assets shall be paid to Lessee and applied by Lessee toward the cost of repairing and restoring the damaged or destroyed improvements or Hospital Assets as required hereunder. (b) Commencing on the earliest to occur of (1) the date Lessor executes with a third party a new lease for the Premises to be effective upon expiration or termination of this Leaseby an insured casualty and any Bonds remain Outstanding, or (2) the date that is five (5) years prior to the expiration of the Lease Term without Lessee and Lessor having entered into an extension of this Lease or a new lease for the Premisesthen, the following provisions shall applybe applicable to the expenditure of any insurance proceeds relating to such Special Facilities: (i) If either (A) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys in the Interest and Redemption Fund (including the Reserve Account) are sufficient to pay all of the interest, principal and other obligations accrued and to accrue on said Bonds until they are fully and finally paid and all other amounts due under the Trust Indenture and the Lessee requests that the Special Facilities not be repaired or rebuilt, or (B) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys available in the Interest and Redemption Fund (including the Reserve Account) are insufficient and the Lessee agrees to pay the deficiency and requests that the Special Facilities not be repaired or rebuilt, then in either case the Lessee may elect to terminate this Agreement and be released from all unaccrued obligations hereunder; provided that the insurance proceeds (less the cost of removing the debris resulting from such casualty) and the deficiency payments, if any, paid by the Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject be deposited into the Interest and Redemption Fund for the Bonds and the moneys therein shall be applied to pay the obligations with respect to the requirements Outstanding Bonds and other amounts due under the Trust Indenture. If the said proceeds and funds are in excess of Subsection (ii) below, withhold, condition, or delay in its sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage the amount then necessary to or destruction of any improvements on pay the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements obligations with respect to the PremisesOutstanding Bonds and other amounts due under the Trust Indenture, any improvements thereon, such excess after payment or provision for any Hospital Assets and, subject to the requirements payment of subsection (ii) below, Lessor may direct the Bonds within the meaning of the Trust Indenture and other amounts due under the Trust Indenture has been made shall be divided between the City and the Lessee as to their respective interests appear at the expenditure, retention, reserving, application, or other disposition or use time of such proceeds.damage or destruction; or (ii) Lessor’s right If all Bonds are not repaid as provided in clause (i) above, Lessee agrees to direct cause such insurance proceeds to be deposited in the expenditureAcquisition Fund under the Trust Indenture and to promptly repair and rebuild the Special Facilities with the insurance proceeds, retentionand if such proceeds are insufficient for such purposes, reservingthe Lessee shall pay the deficiency. If such proceeds are in excess of the amount necessary for such purposes, applicationany such excess shall be transferred by the Trustee to the Interest and Redemption Fund as a credit to the next due payments of Net Rent, with such credit to continue until the amount thereof is exhausted and if the Net Rent is paid in full, thereafter, any excess proceeds paid to Lessee. The repair or restoration of the Special Facilities shall either be in accordance with the original plans and specifications, together with alterations or modifications made or agreed upon prior to the casualty, or other disposition in accordance with new or use modified plans and specifications, the alternative to be determined by the mutual agreement of the City and Lessee. Before any insurance proceeds reconstruction or payments repair under this subsection (b) paragraph, Lessee shall submit plans and specifications to the Director for approval and such reconstruction or repair shall be substantially in accordance therewith subject to such changes as may be reasonably requested by Lessee and subordinate to any and all requirements imposed on approved by the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreementCity.

Disposition of Insurance Proceeds. (a) Except as provided otherwise in subsection (b) below, and subject to In the requirements event all of Lessee’s lenders under the Special Facilities or any Indenture and the terms of any financing and loan agreements to which Lessee part thereof is a party, any and all fire or other insurance proceeds that become payable at any time during the Lease Term because of damage to or destruction of any improvements on the Premises or the Hospital Assets shall be paid to Lessee and applied by Lessee toward the cost of repairing and restoring the damaged or destroyed improvements or Hospital Assets as required hereunder. (b) Commencing on the earliest to occur of (1) the date Lessor executes with a third party a new lease for the Premises to be effective upon expiration or termination of this Leaseby an insured casualty and any Bonds remain Outstanding, or (2) the date that is five (5) years prior then, notwithstanding any provision to the expiration of the Lease Term without Lessee and Lessor having entered into an extension of this Lease contrary herein or a new lease for the Premiseselsewhere (other than Article 6A), the following provisions shall applybe applicable to the expenditure of any insurance proceeds relating to such Special Facilities: (i) If either (A) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys in the Interest and Redemption Fund are sufficient to pay all of the interest, principal and other obligations accrued and to accrue on said Bonds until they are fully and finally paid and all other amounts due under the Trust Indenture and the Lessee requests that the Special Facilities not be repaired or rebuilt, or (B) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys available in the Interest and Redemption Fund are insufficient for such purpose and the Lessee agrees to pay the deficiency and requests that the Special Facilities not be repaired or rebuilt, then in either case the Lessee may, if the casualty loss is substantial and if the Bonds are redeemed or defeased in whole, together with any unpaid but accrued interest, elect to terminate this Agreement and be released from all unaccrued obligations hereunder; provided that the insurance proceeds (less the cost of removing the debris resulting from such casualty) and the deficiency payments, if any, paid by the Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject be deposited into the Interest and Redemption Fund for the Bonds and the moneys therein shall be applied to pay the obligations with respect to the requirements Outstanding Bonds and other amounts due under the Trust Indenture. If the said proceeds and funds are in excess of Subsection (ii) below, withhold, condition, or delay in its sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage the amount then necessary to or destruction of any improvements on pay the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements obligations with respect to the PremisesOutstanding Bonds and other amounts due under the Trust Indenture, any improvements thereon, such excess after payment or provision for any Hospital Assets and, subject to the requirements payment of subsection (ii) below, Lessor may direct the Bonds within the meaning of the Trust Indenture and other amounts due under the Trust Indenture has been made shall be divided between the City and the Lessee as to their respective interests appear at the expenditure, retention, reserving, application, or other disposition or use time of such proceeds.damage or destruction; or (ii) Lessor’s right If all Bonds are not repaid as provided in clause (i) above, Lessee agrees to direct cause such insurance proceeds to be deposited in the expenditureConstruction Fund under the Trust Indenture (to be disbursed as provided therein) and to promptly repair and rebuild the Special Facilities with the insurance proceeds, retentionand if such proceeds are insufficient for such purposes, reservingthe Lessee shall pay the deficiency. If such proceeds are in excess of the amount necessary for such purposes, applicationany such excess shall be transferred by the Trustee to the Interest and Redemption Fund as a credit to the next due payments of Special Facilities Payments, with such credit to continue until the amount thereof is exhausted and if the Special Facilities Payments is paid in full, thereafter, any excess proceeds paid to Lessee. The repair or restoration of the Special Facilities shall either be in accordance with the original plans and specifications, together with alterations or modifications made or agreed upon prior to the casualty, or other disposition in accordance with new or use modified plans and specifications, the alternative to be determined by the mutual agreement of the City and Lessee. Before any insurance proceeds reconstruction or payments repair under this subsection (b) paragraph, Lessee shall submit plans and specifications to the Director for approval and such reconstruction or repair shall be substantially in accordance therewith subject to such changes as may be reasonably requested by Lessee and subordinate to any and all requirements imposed on approved by the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreementCity.

Disposition of Insurance Proceeds. 7.5.1. Borrower hereby authorizes Trustee, at Trustee’s option, to collect, adjust and compromise, and agrees to make available to Trustee within five days of Borrower’s receipt thereof, any Casualty Proceeds claimed under any property or casualty insurance Borrower is required to maintain under this Agreement (or in fact maintains, whether or not it is required to do so under this Agreement) and, after deducting the costs of such collection, adjustment and compromise, at Trustee’s option, (a) Except to apply the Casualty Proceeds as a credit towards the indebtedness evidenced by the Note in such manner as Trustee deems appropriate, provided otherwise that if such proceeds are applied by Trustee to reduce the outstanding balance of principal under the Loan, such application will be to the unamortized principal balance of the Note payable upon the scheduled Maturity Date and shall not cause a reduction in subsection debt service payments set forth in the Note, or (b) belowto apply the Casualty Proceeds to the restoration of the Property (in which event Trustee shall not be obligated to see to the proper application of the Casualty Proceeds nor shall the amount so released or used be deemed a payment on the indebtedness evidenced by the Note) in which event such Casualty Proceeds shall be deposited in an interest-bearing account pledged to Trustee and shall be advanced to Borrower on the conditions set forth in subsection 7.5.2 below and Borrower shall continue to bear in full the payment obligations as set forth in the Note, or (c) to deliver the Casualty Proceeds to Borrower. 7.5.2. Notwithstanding the provisions of subsection 7.5.1, if a Casualty occurs prior to Completion of the Renovations, and subject if (i) at the time of such Casualty there does not exist an Event of Default and there has not occurred an event which, upon the giving of notice (if applicable) and/or the passing of time (including any cure period, if applicable), would become an Event of Default; (ii) the reasonably projected cost of such restoration or repair does not exceed $200,000.00; and (iii) the restoration or repair of such Casualty can be completed, in Trustee’s reasonable judgment, on or before the Required Completion Date, then the balance of the Casualty Proceeds after payment of Trustee’s costs, as provided in the Indenture, shall, at Borrower’s request, be made available to Borrower to restore or repair the requirements of Lessee’s lenders under any Indenture and the terms of any financing and loan agreements to which Lessee is a party, any and all fire or other insurance proceeds that become payable at any time during the Lease Term because of damage to or destruction of any improvements Property on the Premises or following terms: (a) If the Hospital Assets cost of restoring the Property as the result of a Casualty does not exceed $50,000, then the Casualty Proceeds shall be paid to Lessee or retained by Borrower to be used for, and applied by Lessee toward only for, restoration of the cost of repairing and restoring the damaged or destroyed improvements or Hospital Assets as required hereunder.Property; (b) Commencing If the cost of restoring the Property as the result of a Casualty exceeds $50,000 but does not exceed $200,000, then the Casualty Proceeds shall be deposited in an interest-bearing account pledged to Trustee and shall be advanced to Borrower on the earliest to occur same conditions as are set forth in this Agreement for the advance of Loan proceeds; (c) In either case, (1) Borrower shall continue to bear in full the date Lessor executes with a third party a new lease for payment obligations as set forth in the Premises to be effective upon expiration or termination of this Lease, or Note and (2) the date that is five (5) years prior any Casualty Proceeds not required for restoration or repair shall be applied to the expiration of the Lease Term without Lessee and Lessor having entered into an extension of this Lease or a new lease for the Premises, the following provisions shall apply: (i) Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject to the requirements of Subsection (ii) below, withhold, conditionoutstanding Loan indebtedness, or delay in its advanced to Borrower by Trustee, at Trustee’s sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage to or destruction of any improvements on the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements to the Premises, any improvements thereon, or for any Hospital Assets and, subject to the requirements of subsection (ii) below, Lessor may direct Lessee as to the expenditure, retention, reserving, application, or other disposition or use of such proceedsoption. (ii) Lessor’s right to direct the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments under this subsection (b) shall be subject and subordinate to any and all requirements imposed on the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreement.

Disposition of Insurance Proceeds. (a) Except as provided otherwise in subsection (b) below, and subject to In the requirements event all of Lessee’s lenders under the Special Facilities or any Indenture and the terms of any financing and loan agreements to which Lessee part thereof is a party, any and all fire or other insurance proceeds that become payable at any time during the Lease Term because of damage to or destruction of any improvements on the Premises or the Hospital Assets shall be paid to Lessee and applied by Lessee toward the cost of repairing and restoring the damaged or destroyed improvements by an insured casualty and any Bonds remain Outstanding or Hospital Assets as required hereunder. (b) Commencing on the earliest to occur of (1) the date Lessor executes with a third party a new lease for the Premises to be effective upon expiration or termination of this Lease, or (2) the date that is five (5) years prior any amount remains due and owing to the expiration of Bond Insurer, then, notwithstanding any provision to the contrary in the Use and Lease Term without Lessee and Lessor having entered into an extension of this Lease or a new lease for the PremisesAgreement, the following provisions shall applybe applicable to the expenditure of any insurance proceeds relating to such Special Facilities: (i) If either (A) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys in the Interest and Redemption Fund (including the Reserve Account) are sufficient to pay all of the interest, principal and other obligations accrued and to accrue on said Bonds until they are fully and finally paid and all other amounts due under the Trust Indenture and the Lessee requests that the Special Facilities not be repaired or rebuilt, or (B) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys available in the Interest and Redemption Fund (including the Reserve Account) are insufficient and the Lessee agrees to pay the deficiency in Available Moneys and requests that the Special Facilities not be repaired or rebuilt, then in either case the Lessee may elect to terminate this Agreement and be released from all unaccrued obligations hereunder; provided that the insurance proceeds (less the cost of removing the debris resulting from such casualty) and the deficiency payments, if any, paid in Available Moneys by the Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject be simultaneously deposited into the Interest and Redemption Fund for the Bonds and the moneys therein shall be applied to pay the obligations with respect to the requirements of Subsection (ii) below, withhold, condition, or delay in its sole Outstanding Bonds and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage to or destruction of any improvements on the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements amounts due to the PremisesBond Insurer and under the Trust Indenture. If the said proceeds and funds are in excess of the amount then necessary to pay the obligations with respect to the Outstanding Bonds and other amounts due to the Bond Insurer and under the Trust Indenture, any improvements thereon, such excess after payment or provision for any Hospital Assets and, subject the payment of the Bonds within the meaning of the Trust Indenture and other amounts due to the requirements of subsection (ii) below, Lessor may direct Bond Insurer and under the Trust Indenture has been made shall be divided between the City and the Lessee as to their respective interests appear at the expenditure, retention, reserving, application, or other disposition or use time of such proceeds.damage or destruction; or (ii) Lessor’s right If all Bonds and all amounts due to direct the expenditureBond Insurer and due under the Indenture are not repaid as provided in clause (i) above, retentionLessee agrees to cause such insurance proceeds to be deposited in the Acquisition Fund under the Trust Indenture and to promptly repair and rebuild the Special Facilities with the insurance proceeds, reservingand if such proceeds are insufficient for such purposes, applicationthe Lessee shall pay the deficiency. If such proceeds are in excess of the amount necessary for such purposes, any such excess shall be transferred by the Trustee to the Interest and Redemption Fund as a credit to the next due payments of Net Rent, with such credit to continue until the amount thereof is exhausted and if the Net Rent is paid in full, thereafter, any excess proceeds shall pay other amounts due under the Indenture, and if no such amounts are due and owing, the excess shall be paid to Lessee. The repair or restoration of the Special Facilities shall either be in accordance with the original plans and specifications, together with alterations or modifications made or agreed upon prior to the casualty, or other disposition in accordance with new or use modified plans and specifications, the alternative to be determined by the mutual agreement of the City and Lessee. Before any insurance proceeds reconstruction or payments repair under this subsection (b) paragraph, Lessee shall submit plans and specifications to the Director for approval and such reconstruction or repair shall be substantially in accordance therewith subject to such changes as may be reasonably requested by Lessee and subordinate to any and all requirements imposed on approved by the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreementCity.

Disposition of Insurance Proceeds. (a) Except as provided otherwise in subsection (b) below, and subject to In the requirements event all of Lessee’s lenders under the Special Facilities or any Indenture and the terms of any financing and loan agreements to which Lessee part thereof is a party, any and all fire or other insurance proceeds that become payable at any time during the Lease Term because of damage to or destruction of any improvements on the Premises or the Hospital Assets shall be paid to Lessee and applied by Lessee toward the cost of repairing and restoring the damaged or destroyed improvements or Hospital Assets as required hereunder. (b) Commencing on the earliest to occur of (1) the date Lessor executes with a third party a new lease for the Premises to be effective upon expiration or termination of this Leaseby an insured casualty and any Bonds remain Outstanding, or (2) the date that is five (5) years prior then, notwithstanding any provision to the expiration of contrary in the Use and Lease Term without Lessee and Lessor having entered into an extension of this Lease Agreement or a new lease for the PremisesIAB License Agreement, the following provisions shall applybe applicable to the expenditure of any insurance proceeds relating to such Special Facilities: (i) If either (A) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys in the Interest and Redemption Fund (including any Reserve Account) are sufficient to pay all of the interest, principal and other obligations accrued and to accrue on said Bonds until they are fully and finally paid and all other amounts due under the Trust Indenture and the Lessee requests that the Special Facilities not be repaired or rebuilt, or (B) the insurance proceeds (less the cost of removing the debris resulting from such casualty) together with any moneys available in the Interest and Redemption Fund (including the Reserve Account) are insufficient and the Lessee agrees to pay the deficiency and requests that the Special Facilities not be repaired or rebuilt, then in either case the Lessee may, if the casualty loss is substantial, elect to terminate this Agreement and be released from all unaccrued obligations hereunder; provided that the insurance proceeds (less the cost of removing the debris resulting from such casualty) and the deficiency payments, if any, paid by the Lessee shall not, without Lessor’s prior written consent, which Lessor may, subject be deposited into the Interest and Redemption Fund for the Bonds and the moneys therein shall be applied to pay the obligations with respect to the requirements Outstanding Bonds and other amounts due under the Trust Indenture. If the said proceeds and funds are in excess of Subsection (ii) below, withhold, condition, or delay in its sole and absolute discretion, use, expend, or apply any fire or other insurance proceeds that became payable at any time after this subsection becomes applicable because of damage the amount then necessary to or destruction of any improvements on pay the Premises or the Hospital Assets for any Improvement, restoration, addition, replacement, or any other enhancements obligations with respect to the PremisesOutstanding Bonds and other amounts due under the Trust Indenture, any improvements thereon, such excess after payment or provision for any Hospital Assets and, subject to the requirements payment of subsection (ii) below, Lessor may direct the Bonds within the meaning of the Trust Indenture and other amounts due under the Trust Indenture has been made shall be divided between the City and the Lessee as to their respective interests appear at the expenditure, retention, reserving, application, or other disposition or use time of such proceeds.damage or destruction; or (ii) Lessor’s right If all Bonds are not repaid as provided in clause (i) above, Lessee agrees to direct cause such insurance proceeds to be deposited in the expenditureAcquisition Fund under the Trust Indenture and to promptly repair and rebuild the Special Facilities with the insurance proceeds, retentionand if such proceeds are insufficient for such purposes, reservingthe Lessee shall pay the deficiency. If such proceeds are in excess of the amount necessary for such purposes, applicationany such excess shall be transferred by the Trustee to the Interest and Redemption Fund as a credit to the next due payments of Net Rent, with such credit to continue until the amount thereof is exhausted and if the Net Rent is paid in full, thereafter, any excess proceeds paid to Lessee. The repair or restoration of the Special Facilities shall either be in accordance with the original plans and specifications, together with alterations or modifications made or agreed upon prior to the casualty, or other disposition in accordance with new or use modified plans and specifications, the alternative to be determined by the mutual agreement of the City and Lessee. Before any insurance proceeds reconstruction or payments repair under this subsection (b) paragraph, Lessee shall submit plans and specifications to the Director for approval and such reconstruction or repair shall be substantially in accordance therewith subject to such changes as may be reasonably requested by Lessee and subordinate to any and all requirements imposed on approved by the expenditure, retention, reserving, application, or other disposition or use of any insurance proceeds or payments contained in any financing or loan agreement to which Lessee is a party, including, without limitation, any capital lease, loan or acquisition financing agreement or indenture, service agreement, or license agreementCity.