Common use of Insufficiency of Net Proceeds Clause in Contracts

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration or replacement of the Mortgaged Property, as applicable, the City may elect to complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this subsection, the City shall not be entitled to any reimbursement therefore from the Lender, nor shall the City be entitled to any diminution of the Installment Payments payable under Section 4.1. (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments in accordance with Section 10.1. In the event the amount of such Net Proceeds exceeds the amount necessary to prepay the principal component of all remaining Installment Payments, plus the interest component of the Installment Payments accrued to the date of prepayment, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1.

Insufficiency of Net Proceeds. (a) If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) shall be insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 9.02 of this Lease, the City Lessees may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such Leased Property or portion thereof and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the Lessees are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City agrees Lessees agree that, if by reason of any such insufficiency of the Net Proceeds, the City Lessees shall make any payments pursuant to the provisions of this subsectionSection 9.03(a), the City Lessees shall not be entitled to any reimbursement therefore therefor from the Lender, nor shall the City Lessees be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.1.6.02 of this Lease; or (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article XI of this Lease. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount Lessees shall, subject to the limitations of Section 6.01 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributed to the date Leased Property for which the Net Proceeds have been received (as certified to the Lender by the Lessees); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net ProceedsLessees; or (c) if either Lessee does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice Lessee Nonappropriation will be deemed to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City mayhave occurred and, subject to the provisions set forth other Lessee’s right to cure, the Lender may pursue remedies available to it following an Event of Nonappropriation. Within two months of the occurrence of a Lessee Nonappropriation, the Lessee that has not failed to appropriate shall be given the opportunity to make a supplemental appropriation adequate to proceed under either (a) or (b) above. Should both Lessees determine not to appropriate such funds, elect an Event of Nonappropriation will be deemed to apply have occurred and Lender may retain the Net Proceeds to the prepayment and pursue other remedies for an Event of the Installment Payments under the provisions of Section 10.1Nonappropriation as provided herein.

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be are insufficient to pay in full the cost of any repair, restoration restoration, modification or replacement improvement of the Mortgaged Property, as applicable, Amphitheater the City may elect to Tenant shall either: (i) complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City Tenant shall make any payments pursuant to the provisions of this subsectionSection 1102(i), the City Tenant shall not be entitled to any reimbursement therefore therefor from the Lender, Landlord nor shall the City Tenant be entitled to any diminution of the Installment Rent Payments payable under Section 4.1. due with respect to the Leased Premises; or (bii) If the City elects not to apply Tenant shall exercise its option in whole or in part, in accordance with Article X hereof, in which event the Net Proceeds shall be used toward this purpose. Clauses (i) and (ii) above shall not be mutually exclusive, and the Tenant shall have the right to partially restore the repair, restoration or replacement of Amphitheater and partially pay down the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments in accordance with Section 10.1. In the event the amount of Prepayment Price from any such Net Proceeds exceeds the amount necessary to prepay the principal component of all remaining Installment Payments, plus the interest component of the Installment Payments accrued to the date of prepayment, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shallTenant exercises its prepayment option, any surplus proceeds from any of the insurance policies may be applied by the Mortgagee or Mortgagees to repayment of indebtedness secured by Leasehold Mortgages which would result in the amount of insurance proceeds available to the Tenant for repairing, replacing, restoring and reconstructing the Amphitheater being less than all of the proceeds from any of such insurance policies. If, after commencing mandatory repayments of any indebtedness secured by Mortgages, the remaining proceeds from any of such insurance policies are insufficient to permit the Tenant to repair, restorationreplace, modificationrestore and reconstruct the Amphitheater in substantially the same form in which it existed prior to such casualty, improvement or replacement and if the Tenant elects, as a result, not to repair, replace and reconstruct the Amphitheater out of the Mortgaged PropertyTenant's own funds, determine then the following provisions shall apply: (a) The remaining proceeds from any of such insurance policies shall be divided between the Landlord and the Tenant in accordance with the following provisions: (i) If such casualty occurs during the Initial Term, then such surplus proceeds shall be divided ninety percent (90%) to the Tenant and ten percent (10%) to the Landlord. (ii) if such casualty occurs during the first Renewal Term, then such surplus proceeds shall be divided eighty percent (80%) to the Tenant and twenty percent (20%) to the Landlord. (iii) If such casualty occurs during the second Renewal Term, then such surplus proceeds shall be divided seventy percent (70%) to the Tenant and thirty percent (30%) to the Landlord. (b) Following notice from the Tenant to the Landlord that the Net Proceeds Tenant does not have sufficient insurance proceeds to repair, replace, restore and reconstruct the Amphitheater in the form in which it existed prior to such casualty following mandatory repayments of indebtedness secured by Mortgages and that the Tenant does not intend to repair, replace, restore and reconstruct the Amphitheater out of its own funds, then (plus any amount withheld therefrom by reason i) this Lease shall be terminated effective upon final allocation and division of any deductible clausesurplus proceeds from any such insurance policies; (ii) no Rent shall be insufficient for payable by the accomplishment thereof, Tenant pursuant to this Lease at any time following the City may, subject occurrence of such casualty; and (iii) at the Landlord's election the Tenant shall be obligated to demolish the structure if the Tenant decides not to reconstruct. (c) The Mortgagee shall agree that (i) the proceeds of any casualty insurance or condemnation award be applied to restore the Premises except in the case of a total condemnation of the Premises; (ii) the Leasehold Mortgage does not secure any other obligation of the Leasehold Mortgagor to the provisions set forth aboveLeasehold Mortgagee, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1or contain any cross default provision.

Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Leased Property required under Section 10.2 of this Lease, the District may elect to: (a) If complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the District are available for payment of such cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased Property, and the District agrees that, if by reason of any such insufficiency of the Net Proceeds allocable to the Leased Property, the District shall make any payments pursuant to the provisions of this paragraph, the District shall not be entitled to any reimbursement therefor from the Trustee, nor shall the District be entitled to any diminution of the Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the District for such purpose, payable under Article 6 of this Lease; or (b) apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article 12 of this Lease, or an appropriate portion thereof. In the event of an insufficiency of the Net Proceeds for such purpose, the District shall, subject to the limitations of Section 6.1 hereof, pay such amounts as may be necessary to equal that portion of the Purchase Option Price which is attributable to the Leased Property for which Net Proceeds have been received (as certified to the Trustee by the District); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be used as directed by the District in the same manner as set forth in Section 10.2 hereof; or (c) if the District does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the District’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. The above referenced election shall be made by the District within 90 days of the occurrence of an event specified in Section 10.1 of this Lease. It is hereby declared to be the District’s present intention that, if an event described in Section 10.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration or replacement of the Mortgaged Property, as applicable, the City may elect to complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this subsection, the City shall not be entitled to any reimbursement therefore from the Lender, nor shall the City be entitled to any diminution of the Installment Payments payable under Section 4.1. (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments in accordance with Section 10.1. In the event the amount of such Net Proceeds exceeds the amount necessary to prepay the principal component of all remaining Installment Payments, plus the interest component of the Installment Payments accrued to the date of prepayment, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property. In , the event District would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the City shallDistrict must operate within budgetary and other economic constraints applicable to it at the time, after commencing which cannot be predicted with certainty; and accordingly the repair, restoration, modification, improvement foregoing declaration shall not be construed to contractually obligate or replacement of otherwise bind the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1District.

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be are insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 11.2 of this Lease, the City may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the City are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this subsectionparagraph, the City shall not be entitled to any reimbursement therefore therefor from the LenderTrustee, nor shall the City be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, payable under Section 4.1.Article 7 of this Lease; or (b) If the City elects not to apply the Net Proceeds allocable to the repair, restoration or replacement Leased Property to the payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article 13 of this Lease, or an appropriate portion thereof. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount City shall, subject to the limitations of Section 7.1 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributable to the date Leased Property for which Net Proceeds have been received (as certified to the Trustee by the City); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained used as directed by the City in the same manner as set forth in Section 11.2 hereof; or (c) if the City does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of NonappropriationNon-appropriation will be deemed to have occurred and, subject to the City’s right to cure, the Trustee may pursue remedies available to it following an Event of NonappropriationNon-appropriation. Within 3030 The above referenced election shall be made by the City within 90 days following after the receipt occurrence of Net Proceedsan event specified in Section 11.1 of this Lease. It is hereby declared to be the City’s present intention that, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply if an event described in Section 11.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the prepayment cost of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property. In , the event City would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the City shallmust operate within budgetary and other economic constraints applicable to it at the time, after commencing which cannot be predicted with certainty; and accordingly the repair, restoration, modification, improvement foregoing declaration shall not be construed to contractually obligate or replacement of otherwise bind the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1City.

Insufficiency of Net Proceeds. (a) If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) shall be insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 9.02 of this Lease, the City County may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property acceptable to ZB and having a value equal to or in excess of the value of such Leased Property or portion thereof and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the County are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City County agrees that, if by reason of any such insufficiency of the Net Proceeds, the City County shall make any payments pursuant to the provisions of this subsectionSection 9.03(a), the City County shall not be entitled to any reimbursement therefore therefor from the LenderZB, nor shall the City County be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.1.6.02 of this Lease; or (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article XI of this Lease. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount County shall, subject to the limitations of Section 6.01 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributed to the date Leased Property for which the Net Proceeds have been received (as certified to ZB by the County); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained by the City. Within 90 days following County; or (c) if the receipt County does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice Nonappropriation will be deemed to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City mayhave occurred and, subject to the provisions set forth County’s right to cure, ZB may pursue remedies available to it following an Event of Nonappropriation. The above referenced election shall be made by the County within 90 days of the occurrence of an event specified in Section 9.01 of this Lease. If the County elects to replace the Leased Property with similar property pursuant to subparagraph (a) above, elect the County shall first obtain the written consent of ZB prior to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1such substitution.

Insufficiency of Net Proceeds. (a) If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) shall be insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 9.02 of this Financing Lease, the City Town may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such Leased Property or portion thereof and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the Town are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City Town agrees that, if by reason of any such insufficiency of the Net Proceeds, the City Town shall make any payments pursuant to the provisions of this subsectionSection 9.03(a), the City Town shall not be entitled to any reimbursement therefore therefor from the Lender, nor shall the City Town be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.1.6.02 of this Financing Lease; or (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article XI of this Financing Lease. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount Town shall, subject to the limitations of Section 6.01 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributed to the date Leased Property for which the Net Proceeds have been received (as certified to the Lender by the Town); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained by the City. Within 90 days following Town; or (c) if the receipt Town does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice Nonappropriation will be deemed to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City mayhave occurred and, subject to the provisions set forth Town’s right to cure, the Lender may pursue remedies available to it following an Event of Nonappropriation. The election permitted by this Section 9.03 shall be made by the Town within 90 days of the occurrence of an event specified in Section 9.01 of this Financing Lease. If the Town elects to replace the Leased Property with similar property pursuant to subparagraph (a) above, elect the Town shall give notice thereof to apply the Net Proceeds Lender prior to the prepayment of the Installment Payments under the provisions of Section 10.1such substitution.

Insufficiency of Net Proceeds. (a) If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) shall be insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 10.02 of this Lease, the City County may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such Leased Property or portion thereof and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the County are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City County agrees that, if by reason of any such insufficiency of the Net Proceeds, the City County shall make any payments pursuant to the provisions of this subsectionSection 10.03(a), the City County shall not be entitled to any reimbursement therefore therefor from the LenderTrustee or the Owners, nor shall the City County be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.1.6.02 of this Lease; (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article XII of this Lease. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount County shall, subject to the limitations of Section 6.01 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributed to the date Leased Property for which the Net Proceeds have been received (as certified to the Trustee by the County); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained by the City. Within 90 days following County; or (c) if the receipt County does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice Nonappropriation will be deemed to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City mayhave occurred and, subject to the provisions set forth County’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. The above referenced election shall be made by the County within 90 days of the occurrence of an event specified in Section 10.01 of this Lease. If the County elects to replace the Leased Property with similar property pursuant to subparagraph (a) above, elect the County shall give notice thereof to apply S&P [and the Net Proceeds Insurer] prior to the prepayment of the Installment Payments under the provisions of Section 10.1such substitution.

Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Leased Property required under Section 9.2 of this Lease, the Town may elect to: (a) If complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the Town are available for payment of such cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased Property, and the Town agrees that, if by reason of any such insufficiency of the Net Proceeds allocable to the Leased Property, the Town shall make any payments pursuant to the provisions of this paragraph, the Town shall not be entitled to any reimbursement therefor from the Trustee, nor shall the Town be entitled to any diminution of the Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the Town for such purpose, payable under Article 6 of this Lease; or (b) apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article 11 of this Lease, or an appropriate portion thereof. In the event of an insufficiency of the Net Proceeds for such purpose, the Town shall, subject to the limitations of Section 6.1 hereof, pay such amounts as may be necessary to equal that portion of the Purchase Option Price which is attributable to the Leased Property for which Net Proceeds have been received (as certified to the Trustee by the Town); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be used as directed by the Town in the same manner as set forth in Section 9.2 hereof; or (c) if the Town does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the Town’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. The above referenced election shall be made by the Town within 90 days of the occurrence of an event specified in Section 9.1 of this Lease. It is hereby declared to be the Town’s present intention that, if an event described in Section 9.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration or replacement of the Mortgaged Property, as applicable, the City may elect to complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this subsection, the City shall not be entitled to any reimbursement therefore from the Lender, nor shall the City be entitled to any diminution of the Installment Payments payable under Section 4.1. (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments in accordance with Section 10.1. In the event the amount of such Net Proceeds exceeds the amount necessary to prepay the principal component of all remaining Installment Payments, plus the interest component of the Installment Payments accrued to the date of prepayment, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property. In , the event Town would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the City shallTown must operate within budgetary and other economic constraints applicable to it at the time, after commencing which cannot be predicted with certainty; and accordingly the repair, restoration, modification, improvement foregoing declaration shall not be construed to contractually obligate or replacement of otherwise bind the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1Town.

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under this Lease, the City may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rent, to the extent amounts for Additional Rent which have been specifically appropriated by the City are available for payment of such cost, any cost in excess of the amount of the Net ProceedsProceeds allocable to the Leased Property, and the City agrees that, if by reason of any such insufficiency of the Net ProceedsProceeds allocable to the Leased Property, the City shall make any payments pursuant to the provisions of this subsectionparagraph, the City shall not be entitled to any reimbursement therefore therefor from the Lender, nor shall the City be entitled to any diminution of the Installment Payments payable under Section 4.1.Rent, for which a specific appropriation has been effected by the City for such purpose; or (b) If the City elects not to apply the Net Proceeds allocable to the repair, restoration or replacement Leased Property to the payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1this Lease, or an appropriate portion thereof. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount City shall, subject to the limitations of Article IV hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributable to the date of prepayment, such excess shall be paid Leased Property for which Net Proceeds have been received (as certified to or retained the Lender by the City. Within 90 days following ); and in the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply event the Net Proceeds shall exceed such portion of the Purchase Option Price; or (c) if the City does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the prepayment City’s right to cure, the Lender may pursue remedies available to it following an Event of Nonappropriation. The above referenced election shall be made by the City within 30 days of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention occurrence of an engineer event specified above. It is hereby declared to be the City’s present intention that, if an event described above should occur and if the Net Proceeds shall be insufficient to pay in anticipation full the cost of the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property. In , the event City would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the City shallmust operate within budgetary and other economic constraints applicable to it at the time, after commencing which cannot be predicted with certainty; and accordingly the repair, restoration, modification, improvement foregoing declaration shall not be construed to contractually obligate or replacement of otherwise bind the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1City.

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be (plus any amount withheld therefr om by reason of any deductible clause) sh all be, in the opinion of the YM CA, insufficient to pay in full the cost of repairany r epair, restoration restor ation, modification, improvement or replacement of the Mortgaged PropertyL eased Property as a result of destruction, as applicabledamage or eminent domain proceeding, the City YMCA, subject to the prior written consent of the Bank if the Contract is then in effect, may elect to complete proceed under any of the work following options: (a) The YMCA may continue in possession of the Leased Property under this Lease Agreement and pay any cost in excess of the amount of the Net Proceeds, and the City YMCA agrees that, if by reason of any such insufficiency of the Net Proceeds, the City YMCA shall make any payments pursuant to the provisions of this subsectionSection 9.3(a), the City YMCA shall not be entitled to any reimbursement therefore therefor from the LenderTown or the Bank, nor shall the City YMCA be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.1.7.2; or (b) If the City elects not to The YMCA may apply the Net Proceeds to the repair, restoration or replacement of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments all outstanding Base Rentals; and in accordance with Section 10.1. In the event the N et Proceeds s hall exceed the aggregate amount of such Net Proceeds exceeds the amount necessary to prepay the principal component of all remaining Installment Payments, plus the interest component of the Installment Payments accrued to the date of prepaymentBase Rentals outstanding, such excess shall be paid to or retained by the CityYMCA. Within 90 days following of the receipt occurrence of Net Proceeds, unless a further extension is approved by the Lenderan event specified in Section 9. 1, the City YMCA shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged PropertyLeased Property pursuant to paragraph (a) above, or shall elect, by written notice to the Town and the Bank, to proceed under the provisions of paragraph (b) above. For purposes of this section, “commence”, shall include the retention of an Engineer in anticipation of repair, restoration, modification, improvement or replacement of the Leased Proper ty. In the event that the City YMCA shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereofther eof, the City may, subject to the provisions set forth above, t he YMCA may elect to apply the Net Proceeds to the prepayment of the Installment Payments pr oceed under the provisions of Section 10.1par agraph (b) above.

Insufficiency of Net Proceeds. (a) If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) shall be insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 9.02 of this Lease, the City may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such Leased Property or portion thereof and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the City are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this subsectionSection 9.03(a), the City shall not be entitled to any reimbursement therefore therefor from the Lender, nor shall the City be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.1.6.02 of this Lease; or (b) If the City elects not to apply the Net Proceeds to the repair, restoration or replacement payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article XI of this Lease. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount City shall, subject to the limitations of Section 6.01 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributed to the date Leased Property for which the Net Proceeds have been received (as certified to the Lender by the City); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1.

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 9.2 of this Lease, the City may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the City are available for payment of such cost, any cost in excess of the amount of the Net ProceedsProceeds allocable to the Leased Property, and the City agrees that, if by reason of any such insufficiency of the Net ProceedsProceeds allocable to the Leased Property, the City shall make any payments pursuant to the provisions of this subsectionparagraph, the City shall not be entitled to any reimbursement therefore therefor from the LenderTrustee, nor shall the City be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, payable under Section 4.1.Article 6 of this Lease; or (b) If the City elects not to apply the Net Proceeds allocable to the repair, restoration or replacement Leased Property to the payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article 11 of this Lease, or an appropriate portion thereof. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount City shall, subject to the limitations of Section 6.1 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributable to the date Leased Property for which Net Proceeds have been received (as certified to the Trustee by the City); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained used as directed by the City in the same manner as set forth in Section 9.2 hereof; or (c) if the City does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and, subject to the City’s right to cure, the Trustee may pursue remedies available to it following an Event of Nonappropriation. Within The above referenced election shall be made by the City within 90 days following the receipt of Net Proceeds, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Propertyoccurrence of an event specified in Section 9.1 of this Lease. It is hereby declared to be the City’s present intention that, as applicable, or shall elect, by written notice to the Lender, to apply if an event described in Section 9.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the prepayment cost of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property. In , the event City would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the City shallmust operate within budgetary and other economic constraints applicable to it at the time, after commencing which cannot be predicted with certainty; and accordingly the repair, restoration, modification, improvement foregoing declaration shall not be construed to contractually obligate or replacement of otherwise bind the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1City.

Insufficiency of Net Proceeds. (a) If the there occurs an event described in Section 10.1 hereof, and if any Net Proceeds received as a consequence of such event shall be insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged 2023 Leased Property required under Section 10.2 hereof, the District may elect one of the following options: (a) The District may, in accordance with Section 10.2 hereof, repair, restore, modify or improve such 2023 Leased Property or replace such 2023 Leased Property (or portion thereof) with property of a value equal to or in excess of such 2023 Leased Property, as applicable, the City may elect to complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City District agrees that, if by reason of any such insufficiency of the Net Proceeds, the City District shall make any such additional payments pursuant to the provisions of this subsectionSection 10.3(a), the City District shall not be entitled to any reimbursement therefore therefor from the LenderCorporation, the Trustee or the Owners, nor shall the City District be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals payable under Section 4.16.2 hereof. (b) If The District may discharge its obligation to repair or replace the City elects not to apply applicable 2023 Leased Property under Section 10.2 hereof by applying the Net Proceeds Proceeds (i) of any insurance, performance bonds or condemnation awards, or (ii) received as a consequence of a default or a breach of warranty under Project Contracts or any other contracts relating to such 2023 Leased Property, made available by reason of one or more of the occurrences described in Section 10.1 hereof, to the repair, restoration or replacement payment of the Mortgaged PropertyPurchase Option Price, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments in accordance with Section 10.1Article XII hereof. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount District shall pay such amounts as may be necessary to prepay equal the principal component of all remaining Installment Payments, plus Purchase Option Price; and in the interest component of event the Installment Payments accrued to Net Proceeds shall exceed the date of prepaymentPurchase Option Price, such excess shall be paid to or retained by the City. Within 90 days following the receipt of Net ProceedsDistrict. (c) If, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement last day of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of Fiscal Year in which an engineer event specified in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Property. In the event that the City shall, after commencing the repair, restoration, modification, improvement or replacement of the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1.Section

Insufficiency of Net Proceeds. (a) If the Net Proceeds shall be are insufficient to pay in full the cost of any repair, restoration restoration, modification, improvement or replacement of the Mortgaged Property, as applicableLeased Property required under Section 11.2 of this Lease, the City may elect to to: (a) complete the work or replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals, to the extent amounts for Additional Rentals which have been specifically appropriated by the City are available for payment of such cost, any cost in excess of the amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this subsectionparagraph, the City shall not be entitled to any reimbursement therefore therefor from the LenderTrustee, nor shall the City be entitled to any diminution of the Installment Payments Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, payable under Section 4.1.Article 7 of this Lease; or (b) If the City elects not to apply the Net Proceeds allocable to the repair, restoration or replacement Leased Property to the payment of the Mortgaged Property, as applicable, the City may apply the Net Proceeds of such insurance policies to the prepayment of the principal component of the Installment Payments Purchase Option Price in accordance with Section 10.1Article 13 of this Lease, or an appropriate portion thereof. In the event of an insufficiency of the amount of such Net Proceeds exceeds for such purpose, the amount City shall, subject to the limitations of Section 7.1 hereof, pay such amounts as may be necessary to prepay the principal component of all remaining Installment Payments, plus the interest component equal that portion of the Installment Payments accrued Purchase Option Price which is attributable to the date Leased Property for which Net Proceeds have been received (as certified to the Trustee by the City); and in the event the Net Proceeds shall exceed such portion of prepaymentthe Purchase Option Price, such excess shall be paid to or retained used as directed by the City in the same manner as set forth in Section 11.2 hereof; or (c) if the City does not timely budget and appropriate sufficient funds to proceed under either (a) or (b) above, an Event of Non-appropriation will be deemed to have occurred and, subject to the City’s right to cure, the Trustee may pursue remedies available to it following an Event of Non-appropriation. Within The above referenced election shall be made by the City within 90 days following after the receipt occurrence of Net Proceedsan event specified in Section 11.1 of this Lease. It is hereby declared to be the City’s present intention that, unless a further extension is approved by the Lender, the City shall commence the repair, restoration or replacement of the Mortgaged Property, as applicable, or shall elect, by written notice to the Lender, to apply if an event described in Section 11.1 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the prepayment cost of the Installment Payments under the provisions of Section 10.1. For purposes of this subsection, “commence” shall include the retention of an engineer in anticipation of the repair, restoration, modification, improvement or replacement of the Mortgaged Leased Property. In , the event City would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also acknowledged that the City shallmust operate within budgetary and other economic constraints applicable to it at the time, after commencing which cannot be predicted with certainty; and accordingly the repair, restoration, modification, improvement foregoing declaration shall not be construed to contractually obligate or replacement of otherwise bind the Mortgaged Property, determine that the Net Proceeds (plus any amount withheld therefrom by reason of any deductible clause) shall be insufficient for the accomplishment thereof, the City may, subject to the provisions set forth above, elect to apply the Net Proceeds to the prepayment of the Installment Payments under the provisions of Section 10.1City.