Common use of Use of Insurance Proceeds Clause in Contracts

Use of Insurance Proceeds. If prior to full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Trust Agreement) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is in excess of $100,000, the TDD Bonds Beneficiary shall promptly give written notice thereof to the Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $100,000 shall, so long as the Bonds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions of Section 10.2(a) of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approval, of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan Agreement.

Use of Insurance Proceeds. Section 8.01. If all or any part of the Building shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord immediate notice thereof, except that no notice shall be required if the estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, "Restoration") shall be less than $250,000 (as such amount shall be increased as provided in Section 7.02(a)), and Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, "Restore") the same, at least to the extent of the value and as nearly as possible to the condition, quality and class of the Building existing immediately prior to full payment such occurrence, with such changes or alterations as Tenant, with the consent of Landlord, which consent shall not be unreasonably withheld, shall elect to make, provided that, after the Restoration, the Building is in substantial conformity with the Master Development Plan, the Design Guidelines, the Declaration of Restrictions (if applicable) and, in the event such Restoration is commenced within ten (10) years after the date the Building has been Substantially Completed and, insofar as the Restoration relates to the exterior of the Bonds Building, the Construction Documents. Landlord in no event shall be obligated to Restore the Building or any portion thereof or to pay any of the costs or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Building or provision the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for payment thereof having been made any reason, Landlord may, but shall not be required to, complete such Restoration at Tenant's expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the Trust Agreementcompletion of Restoration, Tenant shall account to Landlord for all amounts spent in connection with any Restoration which was undertaken and shall pay over to Landlord, within ten (10) and full payment of the State Assistance Amountdays after demand, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is in excess of $100,000, the TDD Bonds Beneficiary shall promptly give written notice thereof to the Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $100,000 shall, so long as the Bonds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions of Section 10.2(a) of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof orremainder, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approvalany, of the Borrower with respect Restoration Funds previously received by it. Tenant's obligations under the next to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 last (penultimate) sentence of this Loan AgreementSection 8.01 shall survive the expiration or termination of this Lease.

Use of Insurance Proceeds. If prior to full payment In connection with the repair or restoration of the Bonds (or provision for payment thereof having been made in accordance with the provisions Project Facilities pursuant to Section 7.1 hereof, Net Proceeds of the Trust Agreement) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is Required Property Insurance Coverage not in excess of $100,000, 500,000 (increased on each January 1 by ten percent for each ten percent increase in the TDD Bonds Beneficiary Consumer Price Index Increase not theretofore the subject of such increase) shall promptly give written notice thereof be paid to the Director, the Borrower, the Trustee Lessee for application of as much as may be necessary for such repair and the TDD Trusteerestoration. All If such Net Proceeds of insurance policies resulting from claims for such losses are in excess of $100,000 shall, so long as 500,000 (increased on each January 1 by ten percent for each ten percent increase in the Bonds Consumer Price Index Increase not theretofore the subject of such an increase) the Net Proceeds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Trustee Lessor or its designee, as described in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions second paragraph of Section 10.2(a) 6.3 hereof, in a separate insurance loss account, for application of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as much as may be desired by necessary of the TDD Bonds Beneficiary and as will not make the Project unsuitable Net Proceeds for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, or as the work progresses. Any such disbursements shall be made pursuant to progresses as directed by the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys Lessee or otherwise provided in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval Bond Indenture. Any balance of the Director and Net Proceeds held by the approval, Lessor or deemed approval, its designee remaining after payment of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the all costs of such repair, rebuilding or restoration shall, except as otherwise provided in the Project Bond Indenture, be made available to Lessee for alterations, additions or improvements to the Project thereafter during the Lease Term. If, in lieu of repair and restoration, the TDD Bonds Beneficiary nonetheless Lessee has certified that it will prepay all remaining Rental Payments by paying the Discounted Rent and terminate this Lease in accordance with Article IX hereof, any Net Proceeds received by the Lessor or its designee prior to such prepayment shall complete be credited against the work Discounted Rent payable by the Lessee pursuant to this Lease, and pay the costs thereof from its own resources. The TDD Bonds Beneficiary after such prepayment, no further Rental Payments shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan Agreementdue hereunder.

Use of Insurance Proceeds. If prior In case the buildings, improvements or fixtures required to full payment of the Bonds (be insured in Section 6.1 or provision for payment any part thereof having been made in accordance with the provisions of the Trust Agreement) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm fire or such other casualty required to be insured against, then and as often as the same shall happen, all proceeds of such insurance shall be available for and used with all reasonable dispatch by the Lessee in rebuilding, repairing, replacing or otherwise reinstating the buildings, improvements or fixtures so destroyed or damaged in a good and substantial manner according to the plan and elevation thereof, or according to such extent modified plan as shall be approved under Section 4.1(a), and to pay the rent due the Lessor. If the available insurance proceeds shall be insufficient for rebuilding, repairing, replacing or otherwise reinstating such buildings, improvements or fixtures in the manner provided in this section above, then the Lessee shall provide the balance of all funds required to completely rebuild, repair, replace or otherwise reinstate such buildings, improvements or fixtures. Lessee shall undertake promptly to reinstate the building or buildings, or portions thereof, so destroyed or damaged according to the original plan and elevation thereof, or according to such modified plan as shall be approved by Lessor pursuant to Section 4.1(a). If a casualty under this Section 6.1 shall occur in the last ten (10) years of the Term of this Lease, the Lessee shall have the option of notifying the Lessor that the claim for loss resulting from such destruction Lessee does not intend to rebuild the buildings, improvements, or damage is in excess fixtures so destroyed, but rather elects to terminate the Lease as of $100,000the date of the casualty, the TDD Bonds Beneficiary shall promptly give by giving Lessor written notice thereof at least thirty (30) days after the date of the casualty, and then Lessee will, at its own expense, pay all real property taxes and any assessments then outstanding and shall pay over all insurance proceeds to the DirectorLessor, except if requested by Lessor, Lessee shall use the Borrowerinsurance proceeds to promptly remove from the Premises, all buildings, improvements and trade fixtures, and restore the Trustee Land then remaining to good, orderly and sanitary condition and even grade, and upon so doing the TDD Trustee. All Net Proceeds Lessee shall then surrender any remaining balance of the insurance policies resulting from claims for such losses in excess of $100,000 shallproceeds (if any), so long as the Bonds surrender this Lease and Lessee shall be outstanding, but subject to the provisions relieved of the Senior Mortgage, be paid to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due further performance under this Loan Agreement pursuant Lease. If the available insurance proceeds shall be insufficient, then Lessee shall provide the balance of all funds required to remove from the provisions of Section 10.2(a) of this Loan AgreementPremises, (i) the TDD Bonds Beneficiary shall proceed to repairall buildings, rebuild or improvements and trade fixtures, and restore the property damaged or destroyed with such changesLand then remaining to good, alterations orderly and modifications (including the substitution sanitary condition and addition of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approval, of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan Agreementeven grade.

Use of Insurance Proceeds. If all or any part of the Building shall be destroyed or damaged by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord notice thereof within seventy-two (72) hours after such casualty occurs, except that no notice shall be required if the estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”) shall be less than Five Million and 00/100 Dollars ($5,000,000) (as such amount shall be increased as provided in Section 7.02(a)). Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same as nearly as possible using an Approved C/CM, either (x) in accordance with the Design Guidelines (including any portion thereof relating to signage visible from the exterior of the Building but excluding any other portion thereof relating to the interior of the Building) and to the same primary use and to the same quality, height, bulk and setback of the Building existing immediately prior to full payment of the Bonds (or provision for payment thereof having been made such occurrence, based on plans and specifications prepared by Tenant and approved by Landlord in accordance with the provisions of the Trust AgreementSection 11.02 or (y) subject to Sections 11.02(e) and full payment (f), in accordance with the Construction Documents. Landlord in no event shall be obligated to Restore the Building or any portion thereof or to pay any of the State Assistance Amountcosts or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Building or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to continue to prosecute the Project same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, and in either case such failure or neglect continues for sixty (60) days after notice from Landlord or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord, upon notice to Tenant, may, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be destroyed (done in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is in excess of $100,000, the TDD Bonds Beneficiary shall promptly give written notice thereof to the Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $100,000 shall, so long as the Bonds shall be outstanding, but subject to accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the Senior Mortgagecompletion of Restoration, be paid Tenant shall account to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay Landlord for all amounts due under this Loan Agreement pursuant spent in connection with any Restoration which was undertaken and shall pay over to Landlord, within ten (10) days after demand, the provisions of Section 10.2(a) of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof orremainder, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approvalany, of the Borrower with Restoration Funds previously received by it in respect of work required, in Landlord’s reasonable judgment, to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work and pay Restoration. Tenant’s obligations under this Section 8.01 shall survive the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director expiration or any diminution in or postponement of the amounts payable under Section 4.3 termination of this Loan AgreementLease.

Use of Insurance Proceeds. If prior to full payment In connection with the repair or restoration of the Bonds (or provision for payment thereof having been made in accordance with the provisions Project Facilities pursuant to Section 7.1 hereof, Net Proceeds of the Trust Agreement) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is Required Property Insurance Coverage not in excess of $100,000, 500,000 (increased on each January 1 by ten percent for each ten percent increase in the TDD Bonds Beneficiary Consumer Price Index Increase not theretofore the subject of such increase) shall promptly give written notice thereof be paid to the Director, Lessee for application of as much as may be necessary for such repair and restoration. Any balance of the Borrower, the Trustee and the TDD Trustee. All Net Proceeds remaining after payment of insurance policies resulting from claims for all costs of such losses repair, rebuilding or restoration shall be retained by the Lessee. If such Net Proceeds are in excess of $100,000 shall, so long as 500,000 (increased on each January 1 by ten percent for each ten percent increase in the Bonds Consumer Price Index Increase not theretofore the subject of such an increase) the Net Proceeds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Trustee Lessor or its designee, as described in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions second paragraph of Section 10.2(a) 6.3 hereof, in a separate insurance loss account, for application of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as much as may be desired by necessary of the TDD Bonds Beneficiary and as will not make the Project unsuitable Net Proceeds for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, or as the work progressesprogresses as directed by the Lessee or otherwise provided in the Indenture. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval balance of the Director and Net Proceeds held by the approval, Lessor or deemed approval, its designee remaining after payment of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the all costs of such repair, rebuilding or restoration shall, except as otherwise provided in the Indenture, be made available to Lessee in the event that such balance is less than $200,000, and shall be used by the Lessee for alterations, additions or improvements to the Project thereafter during the Lease Term in the event that such balance is $200,000 or more. If, in lieu of repair and restoration, the TDD Bonds Beneficiary nonetheless Lessee has certified that it will prepay all remaining Rental Payments by paying the Discounted Rent and terminate this Lease in accordance with Article IX hereof, any Net Proceeds received by the Lessor or its designee prior to such prepayment shall complete be credited against the work Discounted Rent payable by the Lessee pursuant to this Lease, and pay the costs thereof from its own resources. The TDD Bonds Beneficiary after such prepayment, no further Rental Payments shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan Agreementdue hereunder.

Use of Insurance Proceeds. If prior to full payment (a) In the event of the Bonds damage or destruction resulting in an award of Net Proceeds (or provision for payment thereof having been made as defined in accordance with the provisions of the Trust AgreementSection 4.4 hereof) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is in excess of $100,0005,000,000, Tenant shall not be required to repair or restore the Project if, while any Bonds remain Outstanding, the TDD Bonds Beneficiary shall promptly give written notice thereof to award is made during the Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $100,000 shall, so long as the Bonds shall be outstanding, but subject to the provisions last year of the Senior Mortgageterm of this Lease, be paid to and held by or if no Bonds remain Outstanding, during the Trustee in last year of the Collateral Proceeds Account, whereuponPrimary Term or any Option Period, unless the TDD Bonds Beneficiary shall have elected Tenant has previously exercised an option to exercise extend for the next ensuing Option Period (if any then be). If the Tenant has exercised its option to prepay all amounts due under this Loan Agreement pursuant extend for the next ensuing Option Period, Tenant shall be obligated to the provisions of Section 10.2(a) of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or repair and restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition portion of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for remaining after the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to event of damage or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, destruction as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approval, of the Borrower with respect to each disbursementprovided above. In the event that Tenant has not exercised its option to extend and is not, therefore, obligated to repair or restore the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restorationProject as provided above, the TDD Landlord shall be required to promptly repair and restore the Project in accordance with Section 7.1(a) of the Loan Agreement. If, while the Bonds Beneficiary nonetheless shall complete remain Outstanding or the work Indenture has not been released, such repair or restoration by Landlord is not commenced and pay prosecuted promptly, Tenant agrees to promptly repair and restore the Project [in which event, Landlord will indemnify Tenant for any and all costs thereof from its own resources. The TDD Bonds Beneficiary shall notand expenses incurred by Tenant with respect thereto, by reason Tenant expressly acknowledging that no right of offset with respect to payment of Basic Rent to Trustee or the payment of other amounts (except Company Payments) hereunder shall arise in such excess costsevent]. If the building is structurally sound and the remaining portions accessible, be entitled Tenant shall have the option to any reimbursement from remain in the Director or any diminution in or postponement unrestored building on the Property until the end of the amounts payable under Section 4.3 Primary Term of this Loan AgreementLease, or the then current Option Period, as the case may be, at which time the Tenant's rights of continued occupancy shall cease and terminate for all purposes.

Use of Insurance Proceeds. If prior to full payment of the Bonds (In case such buildings, fixtures or provision for payment thereof having been made in accordance with the provisions of the Trust Agreement) and full payment of the State Assistance Amountother improvements, the Project or any part thereof, shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm fire or other casualty herein required to be insured against, then, and as often as the same shall happen, all proceeds of such insurance, including the interest therein of Sublessor, shall be available to and used with all reasonable dispatch by Sublessee in rebuilding, repairing or otherwise reinstating such buildings, fixtures and other improvements in a good and substantial manner according to the plan and elevation thereof, or according to such extent modified plan for the same or substitute buildings, fixtures and other improvements as shall be approved in writing by the parties hereto, and in case such proceeds shall be insufficient in amount to so rebuild, repair or reinstate such buildings, fixtures and other improvements, Sublessee shall make up the deficiency for such purpose out of Sublessee's own funds; PROVIDED, HOWEVER, that if such loss shall occur in the claim last ten (10) years of the term of this Sublease and such insurance proceeds shall be insufficient for loss rebuilding, repairing or otherwise reinstating such buildings, fixtures and other improvements as aforesaid, then Sublessee, in lieu of making up the deficiency, may request in writing to Sublessor within thirty (30) days after such destruction, damage or casualty, that Sublessee, at its own expense, be allowed to promptly remove from the subleased premises all remains of such buildings, fixtures, and other improvements and all debris resulting from such destruction or damage is casualty and to restore the land to good and orderly condition and even grade. If approved in excess of $100,000writing by Sublessor, the TDD Bonds Beneficiary shall promptly give written notice thereof to the Directorand only after such prompt removal and restoration by Sublessee, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $100,000 shall, so long as the Bonds then Sublessee shall be outstanding, but subject to the provisions relieved of the Senior Mortgage, be paid to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions of Section 10.2(a) of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approval, of the Borrower further obligations hereunder with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repairbuildings, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work fixtures and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan Agreementother improvements.

Use of Insurance Proceeds. If prior to full payment In connection with the repair or restoration of the Bonds (or provision for payment thereof having been made in accordance with the provisions Series 1989D Project Facilities pursuant to Section 5.1 hereof, Net Proceeds of the Trust Agreement) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty to such extent that the claim for loss resulting from such destruction or damage is Required Property Insurance Coverage not in excess of $100,000, the TDD Bonds Beneficiary 50,000 shall promptly give written notice thereof be paid to the Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds Mortgagor for application of insurance policies resulting from claims as much as may be necessary for such losses repair and restoration. Any such Net Proceeds, if in excess of $100,000 shall50,000, so long as the Bonds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Trustee Mortgagee in the Collateral Proceeds Account, whereupon, unless Awards Account In the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions of Project Fund established by Section 10.2(a5.04(b) of this Loan Agreementthe Basic Indenture, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition for application of other property) as much as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable necessary for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding repair or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, or as the work progresses, as directed by the Mortgagor. The Mortgagee may, prior to making payment from the Awards Account, require the Mortgagor to provide evidence that, or deposit with the Mortgagee moneys to be placed in such Account so that, there will be adequate moneys available for such repair and restoration. The Mortgagee shall not be obligated to make any payment from such Account if there exists a material Event of Default hereunder. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval balance of the Director and Net Proceeds (together with any investment income therefrom) held by the approval, or deemed approval, Mortgagee remaining after payment of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the all costs of such repairrepair or restoration shall be paid to the Mortgagee for deposit into the Prepayment Account for application as provided in the Basic Indenture. If, rebuilding in lieu of repair or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall notSeries 1989D Agreement is to be terminated, by reason of the payment of such excess costs, be entitled an amount equal to any reimbursement from Net Proceeds received by the Director or Mortgagee prior to the prepayment effecting such termination shall (together with any diminution investment income therefrom and any further amount required to effect such termination) be deemed to be a prepayment of Financial Payments and deposited by the Mortgagee in or postponement of the amounts payable under Section 4.3 of this Loan AgreementPrepayment Account and used as provided in the Basic Indenture.

Use of Insurance Proceeds. If prior In case the buildings, improvements or fixtures required to full payment of the Bonds (be insured in Section 6.1 or provision for payment any part thereof having been made in accordance with the provisions of the Trust Agreement) and full payment of the State Assistance Amount, the Project shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm fire or such other casualty required to be insured against, then and as often as the same shall happen, all proceeds of such insurance shall be available for and used with all reasonable dispatch by the Lessee in rebuilding, repairing, replacing or otherwise reinstating the buildings, improvements or fixtures so destroyed or damaged in a good and substantial manner according to the plan and elevation thereof, or according to such extent modified plan as shall be approved under Section 4.2(a), and to pay the rent due the Lessor. If the available insurance proceeds shall be insufficient for rebuilding, repairing, replacing or otherwise reinstating such buildings, improvements or fixtures in the manner provided in this section above, then the Lessee shall provide the balance of all funds required to completely rebuild, repair, replace or otherwise reinstate such buildings, improvements or fixtures. Lessee shall undertake promptly to reinstate the building or buildings, or portions thereof, so destroyed or damaged according to the original plan and elevation thereof, or according to such modified plan as shall be approved by Lessor pursuant to Section 4.2(a). If a casualty under this Section 6.1 shall occur in the last ten (10) years of the Term of this Lease, the Lessee shall have the option of notifying the Lessor that the claim for loss resulting from such destruction Lessee does not intend to rebuild the buildings, improvements, or damage is in excess fixtures so destroyed, but rather elects to terminate the Lease as of $100,000the date of the casualty, the TDD Bonds Beneficiary shall promptly give by giving Lessor written notice thereof at least thirty (30) days after the date of the casualty, and then Lessee will, at its own expense, pay all real property taxes and any assessments then outstanding and shall pay over all insurance proceeds to the DirectorLessor, except if requested by Lessor, Lessee shall use the Borrowerinsurance proceeds to promptly remove from the Premises, all buildings, improvements and trade fixtures, and restore the Trustee Land then remaining to good, orderly and sanitary condition and even grade, and upon so doing the TDD Trustee. All Net Proceeds Lessee shall then surrender any remaining balance of the insurance policies resulting from claims for such losses in excess of $100,000 shallproceeds (if any), so long as the Bonds surrender this Lease and Lessee shall be outstanding, but subject to the provisions relieved of the Senior Mortgage, be paid to and held by the Trustee in the Collateral Proceeds Account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due further performance under this Loan Agreement pursuant Lease. If the available insurance proceeds shall be insufficient, then Lessee shall provide the balance of all funds required to remove from the provisions of Section 10.2(a) of this Loan AgreementPremises, (i) the TDD Bonds Beneficiary shall proceed to repairall buildings, rebuild or improvements and trade fixtures, and restore the property damaged or destroyed with such changesLand then remaining to good, alterations orderly and modifications (including the substitution sanitary condition and addition of other property) as may be desired by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction of the TDD Bonds Beneficiary for payment of the costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements shall be made pursuant to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys in the Project Fund, including, but not limited to, the requirement that the TDD Bonds Beneficiary obtain the written approval of the Director and the approval, or deemed approval, of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless shall complete the work and pay the costs thereof from its own resources. The TDD Bonds Beneficiary shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan Agreementeven grade.

Use of Insurance Proceeds. If prior In connection with any damage to full payment or destruction of the Bonds (Project Facilities or provision for payment any part thereof having been made in accordance with valued at less than or equal to $500,000, and the provisions repair or restoration of the Trust Agreement) and full payment Project Facilities pursuant to Section 7.1, Net Proceeds of the State Assistance Amount, the Project Required Property Insurance Coverage shall be destroyed (in whole or in part) or damaged by fire, flood, windstorm or other casualty paid to the Lessee for application of as much as may be necessary for such extent that the claim for loss resulting from repair and restoration. If such destruction or damage is Net Proceeds are in excess of $100,000500,000, the TDD Bonds Beneficiary they shall promptly give written notice thereof to the Director, the Borrower, the Trustee and the TDD Trustee. All Net Proceeds of insurance policies resulting from claims for such losses in excess of $100,000 shall, so long as the Bonds shall be outstanding, but subject to the provisions of the Senior Mortgage, be paid to and held by the Trustee Disbursing Agent in the Collateral Proceeds Accounta separate insurance loss account, whereupon, unless the TDD Bonds Beneficiary shall have elected to exercise its option to prepay all amounts due under this Loan Agreement pursuant to the provisions for application of Section 10.2(a) of this Loan Agreement, (i) the TDD Bonds Beneficiary shall proceed to repair, rebuild or restore the property damaged or destroyed with such changes, alterations and modifications (including the substitution and addition of other property) as much as may be desired necessary of the Net Proceeds for the payment of costs of repair, rebuilding or restoration of the Project, either on completion thereof or as the work progresses, as directed by the TDD Bonds Beneficiary and as will not make the Project unsuitable for the Project Purposes, and (ii) the Trustee will disburse moneys in the Collateral Proceeds Account to or upon the direction Lessee. Any balance of the TDD Bonds Beneficiary for Net Proceeds held by the Disbursing Agent remaining after payment of the all costs of such repair, rebuilding or restoration, either on completion thereof or, if the TDD Bonds Beneficiary shall so request, as the work progresses. Any such disbursements restoration shall be made pursuant applied to prepay Rental Payments, and to the procedures set forth in Section 3.3 of this Loan Agreement for disbursement of moneys extent all Rental Payments have been prepaid, any excess balance shall be paid to the Lessee. Notwithstanding the foregoing, in the Project Fund, including, but not limited toevent of any conflict between this provision and the provisions of the Mortgage, the requirement that the TDD Bonds Beneficiary obtain the written approval provisions of the Director Mortgage shall prevail. If, in lieu of repair and the approval, or deemed approval, of the Borrower with respect to each disbursement. In the event the moneys in the Collateral Proceeds Account are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the TDD Bonds Beneficiary nonetheless Lessee has exercised any option to prepay all of its remaining Rental Payments pursuant to this Lease, any Net Proceeds received by the Lessor prior to such prepayment shall complete be credited against the work amount payable by the Lessee pursuant to this Lease to effect such prepayment, and pay to the costs thereof from its own resources. The TDD Bonds Beneficiary extent all Rental Payments have been prepaid, any excess balance shall not, by reason of be paid to the payment of such excess costs, be entitled to any reimbursement from the Director or any diminution in or postponement of the amounts payable under Section 4.3 of this Loan AgreementLessee.