Preliminary Official Statement (1996)

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amount which would otherwise be abated or if there is any money available in the Bond Fund or the Reserve Account to pay the amount which would otherwise be abated. Abatement Due to Eminent Domain. If all of its Leased Premises shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the term of its Lease Agreement shall cease with respect to its Leased Premises as of the day possession shall be so taken. If less than all of its Leased Premises shall be taken permanently, or if all of its Leased Premises or any part thereof shall be taken temporarily under the power of eminent domain, (a) its Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary,and (b) there shall be a partial abatement of Lease Payments in an amount to be agreed upon by such Member and the Authority such that the resulting Lease Payments for its Leased Premises represent fair consideration for the use and occupancy of the remaining usable portion of its Leased Premises. Assignment,Leasing and Amendment Assignment by the Authority. Certain rights of the Authority under each Lease Agreement, including the right to receive and enforce payment of Lease Payments to be made by a Member under its Lease Agreement, have been pledged and assigned to the Trustee for the benefit of the Owners of the Bonds pursuant to the Indenture, to which pledge and assignment such Member consents. The assignment of this Agreement to the Trustee is solely in its capacity as Trustee under the Indenture and the duties, powers and liabilities of the Trustee in acting under its Lease Agreement shall be subject to the provisions of the Indenture. Assignment and Subleasing by such Member. No Lease Agreement may be assigned by a Member. Each Member may sublease its Leased Premises or any portion thereof, but only upon satisfaction of certain conditions set forth in its Lease Agreement. Amendment of Lease.The Leased Premises may be substituted for other property,and portions of the Leased Premises may be released, but only upon satisfaction of certain conditions set forth in its Lease Agreement. Events of Default. The following shall be "Events of Default" under its Lease Agreement: (a) Failure by such Member to pay any Lease Payment required to be paid under its Lease Agreement at the time specified in its Lease Agreement. (b) Failure by such Member to make any Additional Payment required under its Lease Agreement and the continuation of such failure for a period of thirty(30)days. (c)Failure by such Member to observe and perform any covenant,condition or agreement on its part to be observed or performed, other than as referred to in the preceding clauses (a) or (b), for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied has been given to such Member by the Authority or the Trustee; provided, however, that if in the reasonable opinion of such Member the failure stated in the notice can be corrected,but not within such sixty (60) day period, such failure shall not constitute an Event of Default if such Member shall commence to cure such failure within such sixty (60) day period and thereafter diligently and in good faith shall cure such failure in a reasonable period of time. (d) The filing by such Member of a voluntary petition in bankruptcy, or failure by such Member promptly to lift any execution,garnishment or attachment,or adjudication of such Member as a bankrupt,or assignment by such Member for the benefit of creditors,or the entry by such Member into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to such Member in any proceedings instituted under the provisions of applicable federal bankruptcy law,or under any similar acts which may hereafter be enacted. Appendix A Page 23 I