Common use of Removal of Property of the Facility Clause in Contracts

Removal of Property of the Facility. (a) The Lessee shall have the privilege from time to time of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of the Facility Equipment (in either case, the “Existing Facility Property”) and thereby acquiring such Existing Facility Property, provided, however, no such removal shall be effected if (v) such removal is to another location other than the Facility Realty, (w) such removal would change the nature of the Facility as an Approved Facility or a “project” within the meaning of the Act, (x) such removal would impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under (v), (w), (x) or (y) of this Section 4.2(a) may be made after taking into account property installed or placed upon the Facility in substitution or replacement of such removed property. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(a) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a) hereof shall not entitle the Lessee to any abatement or reduction in the Rental Payments payable by the Lessee under this Agreement.

Removal of Property of the Facility. (a) The Lessee shall have the privilege from time to time of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of the Facility Equipment (in either case, the “Existing Facility Property”) and thereby acquiring such Existing Facility Property, provided, however, no such removal shall be effected if (v) such removal is to another location other than the Facility Realty, (w) such removal would change the nature of the Facility as an Approved Facility or a “project” within the meaning of the Act, (x) such removal would impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under (v), (w), (x) or (y) of this Section 4.2(a) may shall be made after taking into account property installed or placed upon the Facility in substitution or replacement of such removed property. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(a) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a) hereof shall not entitle the Lessee to any abatement or reduction in the Rental Payments payable by the Lessee under this Agreement.

Removal of Property of the Facility. (a) The Lessee shall have the privilege from time to time of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of the Facility Equipment Personalty (in either case, the “Existing Facility Property”) and thereby acquiring such Existing Facility Property, provided, however, no such removal shall be effected if (v) such removal is to another location other than the Facility Realty, (w) such removal would change the nature of the Facility as an Approved Facility or a “project” within the meaning of the Act, (x) such removal would impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under (v), (w), (x) or (y) of this Section 4.2(a) may shall be made after taking into account property installed or placed upon the Facility in substitution or replacement of such removed property. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(a) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a) hereof shall not entitle the Lessee to any abatement or reduction in the Rental Payments payable by the Lessee under this Agreement.

Removal of Property of the Facility. (a) The Lessee shall have the privilege from time to time of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of (the Facility Equipment (in either case, the “"Existing Facility Property”") and thereby acquiring such Existing Facility Property, provided that: (i) such Existing Facility Property is substituted or replaced by property (A) having equal or greater fair market value, operating efficiency and/or utility and (B) being free of all mortgages, liens, charges, encumbrances, claims and security interests other than Permitted Encumbrances; or (ii) if such Existing Facility Property is not to be substituted or replaced by other property but is instead to be sold, scrapped, traded-in or otherwise disposed of in an arms'-length bona fide transaction for consideration in excess of $100,000, the Lessee shall pay to the Trustee for deposit in the Redemption Account of the Bond Fund the amounts derived from such sale or scrapping, the trade-in value credit received or the proceeds received from such other disposition if the Bonds are subject to optional redemption; provided, however, no such removal as set forth in paragraph (i) or (ii) above shall be effected if (v) such removal is to another location other than the Facility Realty, (w) such removal would change the nature of the Facility as so it would not constitute an Approved Facility or a “project” within the meaning of the ActFacility, (x) such removal would impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under removal (vexcept by the amount deposited in the Redemption Account of the Bond Fund pursuant to paragraph (ii) above), (w), (x) or (yz) if there shall exist and be continuing an Event of this Section 4.2(aDefault hereunder. Any amounts received pursuant to paragraph (ii) may above which are not in excess of $100,000 shall be made after taking into account property installed or placed upon retained by the Facility in substitution or replacement of such removed propertyLessee. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary and the Trustee appropriate documents conveying to the Agency title to a leasehold interest in any property installed or placed upon the Facility pursuant to Section 4.2(a) (i) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the Lessee, the Agency shall deliver to the Lessee Lessee, within sixty (60) days after receipt of such written report, appropriate documents conveying to the Lessee all of terminate the Agency’s right, title and 's leasehold interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel feesfees and disbursements) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement of any property installed or placed on the at Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof4.2. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a) hereof shall not entitle the Lessee to any abatement or reduction in the Rental Payments rentals and other amounts payable by the Lessee under this Agreement.

Removal of Property of the Facility. (a) The Lessee shall have the privilege right from time to time of removing to remove from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other item of personal property constituting part of the Facility Equipment Personalty (in either any such case, the “Existing Facility Property”) ), and thereby acquiring remove such Existing Facility PropertyProperty from the leasehold estates of the Company Lease, providedthis Agreement and the Sublease Agreement; provided however: (i) such Existing Facility Property is substituted or replaced by property (y) having equal or greater fair market value, howeveroperating efficiency and utility and (z) free of all mortgages, liens, charges, encumbrances, claims and security interests other than Permitted Encumbrances, and (ii) no such removal shall be effected if (v) such removal is to another location other than the Facility Realty, (w) such removal would change the nature of the Facility as an the Approved Facility or and a qualified “project” within the meaning of the Act, (x) such removal would materially impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under (v), (w), (x) or (yz) there shall exist and be continuing an Event of this Section 4.2(a) may be made after taking into account property installed or placed upon the Facility in substitution or replacement of such removed propertyDefault hereunder. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(aWithin thirty (30) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon days after receipt of written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof3.6(a). (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a3.6(a) hereof shall not entitle the Lessee to any abatement or reduction in the Rental Payments payable by the Lessee under this AgreementAgreement or under any other Project Document.

Removal of Property of the Facility. (a) The Lessee Except as otherwise provided in the Bond Purchase and Continuing Covenants Agreement and in the Mortgage with respect to the Mortgaged Property, the Institution shall have the privilege right from time to time to remove from any property constituting part of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other item of personal property constituting part of the Facility Equipment Personalty (in either any such case, the “Existing Facility Property”) and thereby acquiring removing such Existing Facility Property from that property constituting part of the Facility and the lien and security interest of the Mortgage (to the extent that such part of the Facility is also Mortgaged Property), provided, however: (i) such Existing Facility Property is substituted or replaced by property (y) having equal or greater fair market value, operating efficiency and utility and (z) free of all mortgages, liens, charges, encumbrances, claims and security interests other than Permitted Encumbrances (to the extent that such Existing Facility Property was part of the Mortgaged Property), or (ii) if such Existing Facility Property is not to be substituted or replaced by other property but is instead to be sold, scrapped, traded-in or otherwise disposed of in an arms’- length bona fide transaction for consideration, the Institution shall pay to the Trustee for deposit in the Redemption Account of the Bond Fund and thereby cause a redemption of Bonds to be effected in an amount (to the nearest integral multiple of Authorized Denomination) equal to the amounts derived from such sale or scrapping, the trade-in value credit received or the proceeds received from such other disposition; provided that no such redemption shall be required when such amount received in connection with any removal or series of removals does not exceed, in the aggregate, $25,000. No such removal set forth in paragraphs (i) or (ii) above shall be effected if (v) such removal is would cause the interest on the Tax-Exempt Series 2021 Bonds to another location other than the Facility Realtycease to be excludable from gross income for federal income tax purposes, (w) such removal would change the nature of the Facility as an the Approved Facility or a “project” within the meaning of the ActFacility, (x) such removal would materially impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under removal (vexcept by the amount by which the Bonds are to be redeemed as provided in paragraph (ii) above), (w), (x) or (yz) there shall exist and be continuing an Event of this Section 4.2(aDefault hereunder. Any amounts received pursuant to paragraph (ii) may above in connection with any removal or series of removals, which are not in excess of $25,000, shall be made after taking into account property installed or placed upon retained by the Facility in substitution or replacement of such removed propertyInstitution. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(a) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a3.5(a) hereof shall not entitle the Lessee Institution to any abatement or reduction in the Rental Payments loan payments and other amounts payable by the Lessee Institution under this Agreement, under the Promissory Notes or under any other Project Document.

Removal of Property of the Facility. (a) The Lessee Subject to the Ground Lease, the Company shall have the privilege right from time to time of removing to remove from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of the Facility Equipment (in either any such case, the “Existing Facility Property”) and thereby acquiring removing such Existing Facility PropertyProperty from this Agreement, and the lien and security interest of the Mortgage, provided, however: (i) such Existing Facility Property is substituted or replaced by property (y) having equal or greater fair market value, operating efficiency and utility and (z) free of all mortgages, liens, charges, encumbrances, claims and security interests other than Permitted Encumbrances, or (ii) if such Existing Facility Property is not to be substituted or replaced by other property but is instead to be sold, scrapped, traded-in or otherwise disposed of in an arms’-length bona fide transaction for consideration, the Company shall pay to the Trustee for deposit in the Redemption Account of the Bond Fund and thereby cause a redemption of Bonds to be effected in an amount (to the nearest integral multiple of Authorized Denomination) equal to the amounts derived from such sale or scrapping, the trade-in value credit received or the proceeds received from such other disposition; provided that no such redemption shall be required when such amount received in connection with any removal or series of removals does not exceed, in the aggregate, $25,000. No such removal set forth in paragraph (i) or (ii) above shall be effected if (v) such removal is would cause the interest on the Bonds to another location other than the Facility Realtycease to be excludable from gross income for federal income tax purposes, (w) such removal would change the nature of the Facility as an the Approved Facility or a “project” within the meaning of the ActFacility, (x) such removal would materially impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under removal (vexcept by the amount by which the Bonds are to be redeemed as provided in paragraph (ii) above), (w), (x) or (yz) there shall exist and be continuing an Event of this Section 4.2(aDefault hereunder. Any amounts received pursuant to paragraph (ii) may above in connection with any removal or series of removals, which are not in excess of $25,000, shall be made after taking into account property installed or placed upon retained by the Facility in substitution or replacement of such removed propertyCompany. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(a) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a3.5(a) hereof shall not entitle the Lessee Company to any abatement or reduction in the Rental Payments loan payments and other amounts payable by the Lessee Company under this Agreement, under the Promissory Note or under any other Project Document.

Removal of Property of the Facility. (a) The Lessee shall have the privilege from time to time of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of (the Facility Equipment (in either case, the “"Existing Facility Property”"), provided that: (i) and thereby acquiring such Existing Facility PropertyProperty is substituted or replaced by property (A) having equal or greater fair market value, operating efficiency and utility, and (B) being free of all mortgages, liens, charges, encumbrances, claims and security interests other than Permitted Encumbrances; or (ii) if such Existing Facility Property is not to be substituted or replaced by other property but is instead to be sold, scrapped, traded in or otherwise disposed of in an arms' length, bona fide transaction, and the aggregate fair market value of such items so removed for any Fiscal Year of the Lessee exceeds $250,000, the Lessee shall pay to the Trustee for deposit in the Reimbursement Account of the Lease Payments Fund for application in connection with the redemption of Bonds or payment of amounts owed or owing to the Bank under the Reimbursement Agreement (or, if no Letter of Credit is in effect, and all amounts owed to the Bank under the Reimbursement Agreement have been paid in full, in the Redemption Account of the Bond Fund) the amounts derived from such sale or scrapping, the trade-in value credit received or the proceeds received from such other disposition; provided, however, no such removal as set forth in paragraph (i) or (ii) above shall be effected if (v) such removal is to another location other than the Facility Realty, (w) such removal would change the nature of the Facility as an Approved Facility or a “qualified "project” within the meaning of " as defined in and as contemplated by the Act, (x) such removal would impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under removal (vexcept by the amount deposited in the Reimbursement Account of the Lease Payments Fund or in the Redemption Account of the Bond Fund pursuant to paragraph (ii) above), (w), (x) or (yz) if there shall exist and be continuing an Event of this Section 4.2(a) may be made after taking into account property installed Default hereunder or placed upon under the Facility in substitution or replacement of such removed propertyReimbursement Agreement. (b) The Lessee shall deliver or cause to be delivered to the Agency any necessary Agency, the Bank and the Trustee appropriate documents conveying to the Agency title to any property installed or placed upon the Facility pursuant to Section 4.2(a4.2(a)(i) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreementlien and security interest of the Mortgage, and upon written request of the Lessee, the Agency shall deliver to the Lessee appropriate documents conveying to the Lessee all of the Agency’s right, title and interest in releasing any property removed from the Facility pursuant to Section 4.2(a) hereofhereof from the lien thereon and security interest therein granted under the Mortgage. The Lessee agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement lien and security interest of the Mortgage of any property installed or placed on the Facility Realty as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof4.2. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a) hereof shall not entitle the Lessee to any abatement or reduction in the Rental Payments rentals and other amounts payable by the Lessee under this Agreement. (d) Within 120 days after the close of each Fiscal Year of the Lessee (i) during which Fiscal Year action was taken by the Lessee pursuant to Section 4.1(b) or 4.2(a) hereof, the Lessee shall furnish to the Agency, the Bank and the Trustee a written report of an Authorized Representative of the Lessee summarizing the action taken by the Lessee during such preceding Fiscal Year and stating that, in his opinion, such action complied with the applicable provisions of Section 4.1(b) or 4.2(a) hereof, as the case may be; or (ii) during which Fiscal Year of the Lessee no action was taken by the Lessee pursuant to Section 4.1(b) or 4.2(a) hereof, the Lessee shall furnish to the Agency, the Bank and the Trustee a certificate of an Authorized Representative of the Lessee certifying to the fact that no such action was taken by the Lessee pursuant to such Section 4.1(b) or 4.2(a) during such preceding Fiscal Year.

Removal of Property of the Facility. (a) The Lessee Company shall have the privilege from time to time of removing from the Facility any fixture constituting part of the Facility Realty or any machinery, equipment or other property constituting part of the Facility Equipment (in either case, the “Existing Facility Property”) and thereby acquiring such Existing Facility Property, provided, however, no such removal shall be effected if (v) such removal is to another location other than the Facility RealtyFacility, (w) such removal would change the nature of the Facility as an Approved Facility or a “project” within the meaning of the Act, (x) such removal would impair the usefulness, structural integrity or operating efficiency of the Facility, or (y) such removal would materially reduce the fair market value of the Facility below its value immediately before such removal. The evaluations made under (v), (w), or (x) or (y) of this Section 4.2(a) may be made after taking into account property installed or placed upon the Facility in substitution or replacement of such removed property. (b) The Lessee Company shall deliver or cause to be delivered to the Agency any necessary documents conveying to the Agency title an interest to any property installed or placed upon the Facility pursuant to Section 4.2(a) hereof and subjecting such substitute or replacement property to this Agreement and the Sublease Agreement, and upon written request of the LesseeCompany, the Agency shall deliver to the Lessee Company appropriate documents conveying to the Lessee Company all of the Agency’s right, title and interest in any property removed from the Facility pursuant to Section 4.2(a) hereof. The Lessee Company agrees to pay all costs and expenses (including reasonable counsel fees) incurred by the Agency in subjecting to this Agreement and the Sublease Agreement any property installed or placed on the Facility as part of the Facility pursuant to this Section 4.2 or Section 4.1 hereof. (c) The removal from the Facility of any Existing Facility Property pursuant to the provisions of Section 4.2(a) hereof shall not entitle the Lessee Company to any abatement or reduction in the Rental Payments payable by the Lessee Company under this Agreement.