Agenda - Council - 08/13/2013 - Laserfiche WebLink

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ARTICLE V DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 5.1 Damage, Destruction and Condemnation. Unless the Company shall have exercised its option to prepay the amounts payable under this Agreement pursuant to the provisions of Section 9.1 hereof, if prior to full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) (i) the Schoolhouse or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (ii) title to or any interest in, or the temporary use of, the Schoolhouse or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the Company shall be obligated to continue to pay the amounts specified in Section 4.2 hereof and any other amounts required by this Agreement to be paid by the Company. Section 5.2 Application of Net Proceeds. In the event of damage to, or condemnation or destruction of, the Schoolhouse or any portion thereof resulting from fire or other casualty, if the Net Proceeds of any insurance or condemnation award relating to such damage or condemnation arc less than 2% of the total Project Costs, written notice of such event shall be given to the Trustee and EMMA and such Net Proceeds shall be paid directly to the Company and the Company shall forthwith replace, repair, reconstruct and restore the Schoolhouse to substantially the same or an improved condition or utility value compared with that which existed prior to the damage and the Company will apply the Net Proceeds to the extent necessary to replace, repair, reconstruct or restore the Schoolhouse. Any remaining balance not required for said purpose shall be paid to the Trustee for deposit in the Bond Fund. In the event the Schoolhouse or any portion thereof is destroyed by fire or other casualty or a portion or all of the Schoolhouse is condemned and the Net Proceeds of any insurance or condemnation award relating to such damage or condemnation arc greater than or equal to 2% of the total Project Costs, the Company agrees to promptly notify the Trustcc and EMMA in writing of such event, all such Net Proceeds shall be deposited with the Trustee immediately upon receipt, and the Company shall within 90 days after such damage or destruction (or within such longer period as shall be reasonable under the circumstances) elect one of the following two options by written notice of such election to the Trustee: (a) Option A - Repair and Restoration. Upon delivery to the Trustee of (i) an opinion of Bond Counsel to the effect that the proposed repair and restoration of the Schoolhouse, and its subsequent use, does not impair the tax-exempt status of the Series A Bonds and (ii) a Certificate of an Independent Architect to the effect that Net Proceeds and other funds available therefore, will be sufficient to complete the proposed repair and restoration, and the proposed repair and restoration can be completed in one year, the Company may elect to replace, repair, reconstruct and restore the Schoolhouse. In such event, the Company shall proceed forthwith to repair, reconstruct and restore the Schoolhouse to substantially the same condition or utility value as existed prior to the event causing the damage or destruction or condemnation and will apply the Net Proceeds to the payment or reimbursement of the costs of such repair, reconstruction, 21 5G00861v1