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State of California and any public corporation, political subdivision, city, county, district or agency.of any thereo�, excepting only that the City may without charge use the services and facilities of the Enteiprise. Section 5.16. Eminent Domain Proceeds. If all or any part of the Enterprise shall be taken by eminent domain proceedings, the Net Proceeds thereof shall be applied as follows: (a} If (1) the City prepares a report showing (i) the estimated loss of annual Net Revenues, if any, suffered or to be suffered by the City by reason of such eminent domain proceedings, (ii) a general description of the additions, betterments, extensions or improvements to the Enterprise proposed to be acquired by the City ffom any Net Proceeds, and (iii) an estimate of the additional annual Net Revenues to be derived from such additions, betterments,extensions or improvements, and (2) on the basis of such certificate, the City determines that the estimated additional annual Net Revenues will sufficiently offset the estimated loss of annual Net Revenues resulting from such eminent domain proceedings so that the ability of the City to meet its obligations hereunder will not be substantially impaired (which determination shall be final and conclusive); then the City shall promptly proceed with the acquisition of such additions, betterments, extensions or improvements substantially in accordance with such report and such Net Proceeds shall be applied for the payment of the costs of such acquisition,and any balance of such Net Proceeds not required by the City for such purpose shall be applied to prepay the Installment Payments pursuant to Section 6.01(a) hereof, and any Parity Obligations, on a pro rata basis in the manner provided herein and in the instruments authorizing such Parity Obligations. (b) If the foregoing conditions are not met, then such Net Proceeds shalt be applied to the prepayment of Installment Payments as provided in Article VI hereof. Section 5.17. Further Assurances. The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessazy or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority � of the rights and benefits provided to it herein. Section 5.18. Release and Indemnification Covenants. The City shall and hereby agrees to indemnify and save the Trustee and the Authority, their officers, directors, agents, employees, successors or assigns harmless from and against all claims, losses and damages, including legal fees and expenses, azising out of (i) the use, maintenance,condition or management of,or from any work or thing done on,the Project by the City, (ii) any breach or default on the part of the City in the performance of any of the City's obligations under the Installment Purchase Contract or the Indenture, (iii) any act of negligence of the City or of any of its contractors, servants, employees or licensees with respect to the Project, (iv) any act of negligence of any assignee or sublessee of the City, or of any agents, , 19 338529_1.DOC