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12316323v3 29 this Section, the Bonds shall be redeemed, in whole or in part, on any business day occurring at least 45 days after the date of the notice given as to exercise of this Option B, and the Net Proceeds shall be deposited in the Optional Redemption Fund and shall be applied for that purpose. In such event, the Bonds shall be redeemed at par plus accrued interest, and redemption shall be effected pursuant to the provisions of, in the manner, and with the effect provided in the Indenture. If the Net Proceeds of insurance, together with all amounts then held by the Trustee under the Indenture available to redeem or retire the Bonds, shall be insufficient to so redeem the Bonds (including any expenses of redemption), the Borrower shall pay such deficiency to the Trustee as a Loan Repayment; and the Net Proceeds of insurance, together with such Loan Repayment and amounts held by the Trustee under the Indenture, shall to the extent necessary be applied to such redemption of the Bonds at the earliest possible date in accordance with Article III of the Indenture. If the Bonds have been fully paid and all obligations of the Borrower hereunder have been paid or provided for, all remaining Net Proceeds shall be paid to the Borrower. Section 5.11 Condemnation. If the Project Facilities or any material portion thereof is condemned or taken for any public or quasi-public use and title thereto vests in the party condemning or taking the same, the Borrower hereby irrevocably assigns to the Trustee all its right, title and interest in and to any Net Proceeds of any award, compensation or damages (hereinafter referred to as an "award"), payable in connection with any such condemnation or taking. The Trustee shall cooperate fully with the Borrower in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Project Facilities or any material part thereof. In the event of any such condemnation or taking, the Borrower shall, within 90 days after the date on which the Net Proceeds are finally determined, elect one of the two following options by written notice of such election to the Trustee. (a)Option A – Repairs and Improvements. The Borrower may elect to use the Net Proceeds of the award made in connection with such condemnation or taking for additions, repairs and improvements to the Project Facilities. In such event, so long as no Default exists, the Borrower shall have the right to receive such Net Proceeds from the Trustee from time to time upon receipt by the Trustee of: (1)A Certificate of an Authorized Borrower Representative specifying the expenditures made or to be made in connection with such repairs and improvements and stating that such Net Proceeds, together with any of the moneys legally available for such purposes, will be sufficient to complete such repairs and improvements; and (2)If such Net Proceeds equal or exceed $1,000,000 in amount, the written approval of such Certificate by an Independent Engineer. The Borrower agrees to apply any such Net Proceeds so received solely to the purposes specified in such Certificate. Net Proceeds not required for the repairs and improvements shall be applied to the prepayment of the Bonds or in such other manner as the Borrower directs, based upon an