Common use of Condemnation; Assignment of Award Clause in Contracts

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authority, civil or military (each, a "Taking"), Mortgagor promptly shall notify Mortgagee upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee may participate in any proceedings or negotiations which might result in any Taking. Mortgagee may be represented by counsel reasonably satisfactory to it at the expense of Mortgagor. Mortgagor shall deliver or cause to be delivered to Mortgagee all instruments reasonably requested by it to permit such participation. Mortgagor shall in good faith and with due diligence file and prosecute what would otherwise be Mortgagor's claim for any such award or payment and cause the same to be collected and paid over to Mortgagee, and hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor as its true and lawful attorney-in-fact or otherwise, to collect and to receipt for any such award or payment, and, in the event Mortgagor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indenture, to file and prosecute such claim. Mortgagor shall pay all costs, fees and expenses reasonably incurred by Mortgagee in connection with any Taking and seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to Mortgagee. Mortgagor shall take all steps necessary to notify the condemning authority of such assignment. Such award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of the Indenture. Mortgagee is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing.

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authority, civil or military (each, a "Taking"), Mortgagor promptly immediately shall notify Mortgagee upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor . Mortgagee may (but shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee may obligated to) participate in any proceedings or negotiations which might result in any Taking. Mortgagee may be represented by counsel reasonably satisfactory to it at the expense of Mortgagor. Mortgagor shall deliver or cause to be delivered to Mortgagee all instruments reasonably requested by it to permit such participation. Mortgagor shall in good faith and with due diligence file and prosecute what would otherwise be Mortgagor's claim for any such award or payment and cause the same to be collected and paid over to Mortgagee, and hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor as its true and lawful attorney-in-fact or otherwise, during the continuance of an Event of Default to collect and to receipt for any such award or payment, and, in the event Mortgagor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indentureact, to file and prosecute such claim. Mortgagor shall pay all costs, fees and expenses reasonably incurred by Mortgagee in connection with any Taking and seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to MortgageeMortgagee to be held in the Collateral Account; provided, however, that so long as no Event of Default shall have occurred and be continuing, if such proceeds are in an amount less than $1,000,000, such proceeds shall be paid directly to Mortgagor. Mortgagor shall take all steps necessary to notify the condemning authority of such assignment. Such proceeds, award or paymentpayment paid to Mortgagee, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of the Indenture. Mortgagee is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing.in

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property Pledged Collateral of any Pledgor or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property such Pledged Collateral or any part thereof, by any governmental authorityGovernmental Authority, civil or military (each, a "Taking"), Mortgagor promptly such Pledgor shall immediately notify Mortgagee the Trustee upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor shall not be required to deliver . The Trustee may (acting at the notice contemplated in this sentence in direction of the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee may holders of the Notes) participate in any proceedings or negotiations which might result in any Taking. Mortgagee may be represented by counsel reasonably satisfactory to it at the expense of Mortgagor. Mortgagor , and such Pledgor shall deliver or cause to be delivered to Mortgagee Trustee all instruments requested by it to permit such participation. Trustee may be represented by counsel satisfactory to it at the reasonable expense of such Pledgor in connection with any such participation. Such Pledgor shall deliver or cause to be delivered to the Trustee all instruments reasonably requested by it to permit such participation. Mortgagor Such Pledgor shall in good faith and with due diligence file and prosecute what would otherwise be Mortgagorsuch Pledgor's claim for any such award or payment and cause the same to be collected and paid over to Mortgageethe Trustee, and hereby irrevocably authorizes and empowers Mortgageethe Trustee, in the name of Mortgagor such Pledgor as its true and lawful attorney-in-fact or otherwise, to collect and to receipt for any such award or payment, and, and in the event Mortgagor such Pledgor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indenture, to file and prosecute such claim. Mortgagor Such Pledgor shall pay all costsfees, fees costs and expenses reasonably incurred by Mortgagee the Trustee in connection with any Taking and in seeking and obtaining any award or payment on account thereof. Any proceedsthereof Subject to the provisions of the Intercreditor Agreement and provided that during the occurrence and continuance of an Event of Default the Senior Bank Debt shall be repaid in full and the Senior Credit Facility shall cease to be in effect, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and Net Awards shall be paid to Mortgageethe Trustee as Trust Moneys pursuant to Article 12 of the Indenture and shall be subject to retention and disbursement by the Trustee in accordance with the terms of Article 12 of the Indenture. Mortgagor Such Pledgor shall take all steps necessary to notify the condemning authority of such assignment. Such award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of the Indenture. Mortgagee is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing.145 -17-

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authority, civil or military (each, a "Taking"), Mortgagor promptly Trustor immediately shall notify Mortgagee Beneficiary upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor . Beneficiary may (but shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee may obligated to) participate in any proceedings or negotiations which might result in any Taking. Mortgagee Beneficiary may be represented by counsel reasonably satisfactory to it at the expense of MortgagorTrustor. Mortgagor Trustor shall deliver or cause to be delivered to Mortgagee Beneficiary all instruments reasonably requested by it to permit such participation. Mortgagor Trustor shall in good faith and with due diligence file and prosecute what would otherwise be MortgagorTrustor's claim for any such award or payment and cause the same to be collected and paid over to MortgageeBeneficiary, and hereby irrevocably authorizes and empowers MortgageeBeneficiary, in the name of Mortgagor Trustor as its true and lawful attorney-in-fact or otherwise, during the continuance of an Event of Default to collect and to receipt for any such award or payment, and, in the event Mortgagor Trustor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indentureact, to file and prosecute such claim. Mortgagor Trustor shall pay all costs, fees and expenses reasonably incurred by Mortgagee Beneficiary in connection with any Taking and seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to Mortgagee. Mortgagor Beneficiary to be held in the Collateral Account; provided, however, that so long as no Event of Default shall take all steps necessary to notify the condemning authority of have occurred and be continuing, if such assignment. Such award or payment, proceeds are in an amount less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of the Indenture. Mortgagee is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing.than

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authorityGovernmental Authority, civil DRAFT: March 21, 1997 H:\WPCDOCS\1186\141461 or military (each, a "Taking"), Mortgagor Grantor shall promptly shall notify Mortgagee Beneficiary upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee Beneficiary may participate in any proceedings or negotiations which might result in any Taking, and Grantor shall deliver or cause to be delivered to Beneficiary all instruments requested by it to permit such participation. Mortgagee Beneficiary may be represented by counsel reasonably satisfactory to it at the reasonable expense of Mortgagor. Mortgagor shall deliver or cause to be delivered to Mortgagee all instruments reasonably requested by it to permit Grantor in connection with any such participation. Mortgagor shall in good faith and with due diligence file and prosecute what would otherwise be Mortgagor's claim for any such award or payment and cause the same to be collected and paid over to Mortgagee, and hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor as its true and lawful attorney-in-fact or otherwise, to collect and to receipt for any such award or payment, and, in the event Mortgagor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indenture, to file and prosecute such claim. Mortgagor Grantor shall pay all costsreasonable fees, fees costs and expenses reasonably incurred by Mortgagee Beneficiary in connection with any Taking and in seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to MortgageeBeneficiary, provided that Grantor shall be entitled to the award or payment payable in respect of a Taking to the extent that the aggregate amount of any such award received by Grantor in such fiscal year when added to the aggregate of any insurance proceeds in respect of any Destruction received by Grantor in such fiscal year does not exceed $500,000. Mortgagor Grantor shall take all steps necessary to notify the condemning authority of such assignment. Such proceeds, award or payment, together with any interest earned thereon, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking (the "Net Award"), shall be applied in accordance with the provisions of the Indenture. Mortgagee is hereby authorized subsections 1.13.3, 1.13.4 and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing1.13.5.

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authority, civil or military (each, a "Taking"), Mortgagor promptly shall notify Mortgagee upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee may participate in any proceedings or negotiations which might result in any Taking. Mortgagee may be represented by counsel reasonably satisfactory to it and the reasonable fees and disbursements of such counsel shall be at the expense of Mortgagor. Mortgagor shall deliver or cause to be delivered to Mortgagee all instruments reasonably requested by it to permit such participation. Mortgagor shall in good faith and with due diligence file and prosecute what would otherwise be Mortgagor's claim for any such award or payment and cause the same to be collected and paid over to Mortgagee, and hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor as its true and lawful attorney-in-fact or otherwise, to collect and to receipt for any such award or payment, and, in the event Mortgagor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Exchange Indenture, to file and prosecute such claim. Mortgagor shall pay all costs, fees and expenses reasonably incurred by Mortgagee in connection with any Taking and seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to Mortgagee. Mortgagor shall take all steps necessary to notify the condemning authority of such assignment. Such award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of the Exchange Indenture. Mortgagee is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing.

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or expropriation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authority, civil or military (each, a "Taking"), Mortgagor promptly Debtor immediately shall notify Mortgagee Holder upon receiving notice of such Taking or commencement of proceedings therefor; provided. To the extent permitted by applicable laws, however, that Mortgagor shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee Holder may participate in any proceedings or negotiations which might result in any Taking. Mortgagee Holder may be represented by counsel reasonably satisfactory to it at the expense of MortgagorDebtor. Mortgagor Debtor shall deliver or cause to be delivered to Mortgagee Holder all instruments reasonably requested by it to permit such participation. Mortgagor Debtor shall in good faith and with due diligence file and prosecute what would otherwise be MortgagorDebtor's claim for any such award or payment and cause the same to be collected and paid over to MortgageeHolder, and hereby irrevocably authorizes and empowers MortgageeHolder, in the name of Mortgagor Debtor as its true and lawful attorney-in-fact or otherwise, to collect and to receipt for any such award or payment, and, in the event Mortgagor Debtor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indenturehereunder, to file and prosecute such claim. Mortgagor Debtor shall pay all costs, fees and expenses reasonably incurred by Mortgagee Holder in connection with any Taking and seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to MortgageeHolder. Mortgagor Debtor shall take all steps necessary to notify the condemning or expropriating authority of such assignment. Such award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of this Debenture, the IndentureIndenture and the Additional Lender Intercreditor Agreement. Mortgagee Holder is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and or reasonable by Mortgagee Holder in connection with the foregoing.

Condemnation; Assignment of Award. If there shall occur any taking of the Mortgaged Property or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Mortgaged Property or any part thereof, by any governmental authority, civil or military (each, a "Taking"), Mortgagor promptly shall notify Mortgagee upon receiving notice of such Taking or commencement of proceedings therefor; provided, however, that Mortgagor shall not be required to deliver the notice contemplated in this sentence in the event that any Taking would give rise to a loss in an amount less than or equal to $500,000. Mortgagee may participate in any proceedings or negotiations which might result in any Taking. Mortgagee may be represented by counsel reasonably satisfactory to it at the expense of Mortgagor. Mortgagor shall deliver or cause to be delivered to Mortgagee all instruments reasonably requested by it to permit such participation. Mortgagor shall in good faith and with due diligence file and prosecute what would otherwise be Mortgagor's claim for any such award or payment and cause the same to be collected and paid over to Mortgagee, and hereby irrevocably authorizes and empowers Mortgagee, in the name of Mortgagor as its true and lawful attorney-in-fact or otherwise, to collect and to receipt for any such award or payment, and, in the event Mortgagor fails so to act or is otherwise in default hereunder beyond any applicable notice and grace period set forth herein or in the Indenture, to file and prosecute such claim. Mortgagor shall pay all costs, fees and expenses reasonably incurred by Mortgagee in connection with any Taking and seeking and obtaining any award or payment on account thereof. Any proceeds, award or payment in respect of any Taking shall constitute Trust Moneys and are hereby assigned and shall be paid to Mortgagee. Mortgagor shall take all steps necessary to notify the condemning authority of such assignment. Such award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising or settling any claim arising out of such Taking ("Net Award"), shall be applied in accordance with the provisions of the IndentureIndenture and/or the Intercreditor Agreement. Mortgagee is hereby authorized and directed to pay from Trust Moneys any and all such expenses deemed necessary and reasonable by Mortgagee in connection with the foregoing.