Common use of Eminent Domain and Other Governmental Takings Clause in Contracts

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should any of the Collateral be sold pursuant to the exercise by the United States of America or any State, municipality or other governmental authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall release the property subject to such Taking or purchase, but only upon receipt by the Trustee of the following: (a) an Officers’ Certificate stating that a Taking has occurred with respect to such property and the amount of the Net Award therefor, or that such property has been sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral Documents; provided, however, that in lieu of all or any part of such Net Award, the Company and its Subsidiaries shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Award, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (c) an Opinion of Counsel substantially to the effect: (i) that a Taking has occurred with respect to such property or such property has been sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii) in the case of any Taking, that the Net Award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the Securities; (iii) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v) that the instrument or the instruments and the Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are permitted by the terms hereof and of the Collateral Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicable. Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Trust Moneys under Article Eleven subject to application as therein provided. Subject to the provisions of the Collateral Documents, all purchase money and other obligations received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Collateral subject to application as provided in Section 10.13.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should Should any of the Collateral be sold pursuant subject to the exercise by the United States of America or any State, municipality or other governmental authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the CollateralTaking, the Trustee shall release the property subject to such Taking so taken or purchasepurchased, but only upon receipt by the Trustee of the following: (a) an Officers’ ' Certificate of the Company stating that a Taking has occurred with respect to such property has been Taken and the amount of the Net Award award or payment therefor, or that such property has been sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Awardthe award or payment for such property (net of the costs of obtaining such award or payment) shall be exchanged for Marketable Securities and deposited with the Trustee, to be held as Trust Moneys Monies subject to the disposition application thereof pursuant to Article Eleven and the applicable Collateral Documents12; providedPROVIDED that, however, that in lieu of all or any part of such Net Awardaward or payment, the Company and its Subsidiaries applicable Pledgor shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Awardaward or payment (net of the costs of obtaining such award or payment), or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (c) an Opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property has been Taken by eminent domain, or such property has been sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii2) in the case of any TakingTaking by eminent domain, that the Net Award award for the property so taken has become final or that the Board board of Directors directors of the Company or its Subsidiaries, as applicable, applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiariesany other Pledgor, as applicable, or the Holders of the SecuritiesNotes; (iii3) in the case of any such sale, that the amount of the proceeds of payment with respect to the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, applicable Pledgor is legally -107- entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv4) in the event thatcase, pursuant to Section 10.05(b), the Net Award award or payment for such property (net of the costs of obtaining such award or the proceeds of such salepayment), or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v5) that the instrument or the instruments and the Net Award award or proceeds payment of such sale Taking which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral applicable Security Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are is permitted by the terms hereof and of the Collateral Security Documents to execute and deliver the release requested, and that all conditions precedent herein and in the Security Documents provided for relating to such release have been complied with. In any proceedings for the Taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all All cash or Cash Equivalents Marketable Securities received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Trust Moneys Monies under Article Eleven 12 subject to application as therein provided. Subject to the provisions of the Collateral Documents, all All purchase money and other obligations received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Collateral subject to application as provided in Section 10.1310.10.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence exercise of a Taking eminent domain authority with respect to any Collateral or should any of the Collateral be sold pursuant to the exercise by the United States of America or any State, municipality or other governmental Indenture authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall release the property subject to such Taking exercise of eminent domain authority or purchase, but only upon receipt by the Trustee of the following: (a) an Officers’ ' Certificate stating that a Taking an exercise of eminent domain authority has occurred with respect to such property and the amount of the Net Award thereforproperty, or that such property has been or will be sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net AwardProceeds, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven 13 and the applicable Collateral Documents; provided, however, that in lieu of all or any part of such Net AwardProceeds, the Company and its Subsidiaries shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net AwardProceeds, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (c) an Opinion of Counsel substantially to the effect: (i) that a Taking an exercise of eminent domain authority has occurred with respect to such property or such property has been is to be sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii) in the case of any Takingtaking, that the Net Award Proceeds for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the SecuritiesSenior Notes; (iii) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), that the Net Award Proceeds for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v) that the instrument or the instruments and the Net Award Proceeds or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are is permitted by the terms hereof and of the Collateral Documents to execute and deliver the release requested, and that all Indenture conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Intercreditor Agreement and the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 12.05 shall be held by the Trustee as Trust Moneys under Article Eleven 13 subject to application as therein provided. Subject to the provisions of the Collateral Documents, all purchase money and other obligations received by the Trustee pursuant to this Section 10.05 12.05 shall be held by the Trustee as Collateral subject to application as provided in Section 10.1312.13.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Security Documents, upon the occurrence of a Taking Taking, or should any of the Collateral be sold pursuant to the exercise by the United States of America or any Statestate, municipality or other governmental authority of any right which any of them it may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall release the property subject to such Taking taking or purchase, but only upon receipt by the Trustee of the following: (a) an Officers’ officers, Certificate stating that a Taking has occurred with respect to such property and the amount of the Net Award award therefor, or that such property has been sold pursuant to a right vested in the United States of America America, or a state, municipality or other governmental authority to purchase, or to designate a purchaser purchaser, or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven XI and the applicable Collateral Security Documents; provided, however, that that, in lieu of all or any part of such Net Award, the Company and its Subsidiaries shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Award, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the TrusteeCollateral Agent; and (c) an Opinion opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property or such property has been sold pursuant to the exercise of a right vested in the United States of America or a Statestate, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii2) in the case of any Taking, that the Net Award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the Securities; (iii3) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv4) in the event thatcase, pursuant to Section 10.05(b10.6(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee mortga- gee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v5) that the instrument or the instruments and the Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral applicable Security Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are is permitted by the terms hereof and of the Collateral Security Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all All cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 10.6 shall be held by the Trustee as Trust Moneys under Article Eleven XI subject to application as therein provided. Subject to the provisions of the Collateral Documents, all All purchase money and other obligations received by the Trustee pursuant to this Section 10.05 10.6 shall be held by the Trustee as Collateral subject to application as provided in Section 10.1310.11.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should Should any of the Collateral be taken by eminent domain or be sold pursuant to the exercise by the United States of America or any Statestate, municipality or other domestic or foreign governmental authority of any right which any of them it may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall cause the Collateral Agent to release the property subject to such Taking so taken or purchasepurchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers’ ' Certificate of the Company stating that a Taking has occurred with respect to such property has been taken by eminent domain and the amount of the Net Award thereforaward therefore, or that such property has been sold pursuant to a right vested in the United States of America America, or a state, municipality or other domestic or foreign governmental authority to purchase, or to designate a purchaser purchaser, or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Awardthe award for such property or the proceeds of such sale (net of the costs of obtaining such award or proceeds, including reasonable fees of counsel), to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral DocumentsXII; provided, however, that that, in lieu of all or any part of such Net Awardaward or proceeds, the Company and its Subsidiaries applicable Pledgor shall have the right to deliver to the Trustee and the Collateral Agent a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Awardaward or proceeds (net of the costs of obtaining such award or proceeds, including reasonable fees of counsel), or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the TrusteeCollateral Agent; and (c) an Opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property has been taken by eminent domain, or such property has been sold pursuant to the exercise of a right vested in the United States of America or a Statestate, municipality or other domestic or foreign governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii2) in the case of any Takingtaking by eminent domain, that the Net Award award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiariesany other Pledgor, as applicable, or the Holders holders of the SecuritiesNotes; (iii3) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, applicable Pledgor is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v4) that the instrument or the instruments and the Net Award award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee and/or the Collateral Agent conform in all material respects to the requirements of this Indenture and any of the Collateral applicable Security Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are permitted by the terms hereof and of the Collateral Security Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Collateral Agent and the Trustee f may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all All cash or Cash Equivalents received by the Trustee Collateral Agent pursuant to this Section 10.05 11.6 shall be held by the Trustee Collateral Agent as Trust Moneys under Article Eleven XII subject to application as therein provided. Subject to the provisions of the Collateral Documents, all All purchase money and other obligations received by the Trustee Collateral Agent pursuant to this Section 10.05 11.6 shall be held by the Trustee Collateral Agent as Collateral subject to application as provided in Section 10.1311.11.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should any of the Collateral be sold pursuant to the exercise by the United States of America or any State, municipality or other governmental authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall release the property subject to such Taking or purchase, but only upon receipt by the Trustee of the following: (a) an Officers’ ' Certificate stating that a Taking has occurred with respect to such property and the amount of the Net Award therefor, or that such property has been sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral Documents; provided, however, that in lieu of all or any part of such Net Award, the Company and its Subsidiaries shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Award, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (c) an Opinion of Counsel substantially to the effect: (i) that a Taking has occurred with respect to such property or such property has been sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii) in the case of any Taking, that the Net Award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the Securities; (iii) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v) that the instrument or the instruments and the Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are permitted by the terms hereof and of the Collateral Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Trust Moneys under Article Eleven subject to application as therein provided. Subject to the provisions of the Collateral Documents, all purchase money and other obligations received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Collateral subject to application as provided in Section 10.13.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral DocumentsCredit Agreement, upon the occurrence of a Taking or should any of the Collateral be taken by eminent domain or be sold pursuant to the exercise by the United States of America or any Statestate, municipality or other governmental authority of any right which any of them it may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee and the Collateral Agent shall release the property subject to such Taking so taken or purchasepurchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers’ ' Certificate stating that a Taking has occurred with respect to such property has been taken by eminent domain and the amount of the Net Award award therefor, or that such property has been sold pursuant to a right vested in the United States of America America, or a state, municipality or other governmental authority to purchase, or to designate a purchaser purchaser, or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Awardthe award for such property or the proceeds of such sale, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven XI and the applicable Collateral DocumentsCredit Agreement; provided, however, that that, in lieu of all or any part of such Net Awardaward or proceeds, the Company and its Subsidiaries shall have the right to deliver to the Trustee and the Collateral Agent a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Awardaward or proceeds, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the TrusteeTrustee and the Collateral Agent; and (c) an Opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property has been taken by eminent domain, or such property has been sold pursuant to the exercise of a right vested in the United States of America or a Statestate, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii2) in the case of any Takingtaking by eminent domain, that the Net Award award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the SecuritiesSecured Parties; (iii3) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, the relevant Guarantor is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv4) in the event thatcase, pursuant to Section 10.05(b11.5(b), the Net Award award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v5) that the instrument or the instruments and the Net Award award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee Collateral Agent conform to the requirements of this Indenture and any of the Collateral applicable Security Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are is permitted by the terms hereof and of the Collateral Security Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee Collateral Agent may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all All cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 11.5 shall be held by the Trustee Collateral Agent as Trust Moneys under Article Eleven XII subject to application as therein providedprovided and as provided in the Credit Agreement and the Security Documents. Subject to the provisions of the Collateral Documents, all All purchase money and other obligations received by the Trustee Collateral Agent pursuant to this Section 10.05 11.5 shall be held by the Trustee Collateral Agent as Collateral subject to application as provided in Section 10.1311.11 and as provided in the Credit Agreement and the Security Documents.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should Should any of the Collateral be taken by eminent domain or be sold pursuant to the exercise by the United States of America or any Statestate, municipality or other domestic or foreign governmental authority of any right which any of them it may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall cause the Collateral Agent to release the property subject to such Taking so taken or purchasepurchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers’ ' Certificate of the Company stating that a Taking has occurred with respect to such property has been taken by eminent domain and the amount of the Net Award award therefor, or that such property has been sold pursuant to a right vested in the United States of America America, or a state, municipality or other domestic or foreign governmental authority to purchase, or to designate a purchaser purchaser, or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Awardthe award for such property or the proceeds of such sale (net of the costs of obtaining such award or proceeds, including reasonable fees of counsel), to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral DocumentsXII; provided, however, that that, in lieu of all or any part of such Net Awardaward or proceeds, the Company and its Subsidiaries applicable Pledgor shall have the right to deliver to the Trustee and the Collateral Agent a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Awardaward or proceeds (net of the costs of obtaining such award or proceeds, including reasonable fees of counsel), or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the TrusteeCollateral Agent; and (c) an Opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property has been taken by eminent domain, or such property has been sold pursuant to the exercise of a right vested in the United States of America or a Statestate, municipality or other domestic or foreign governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii2) in the case of any Takingtaking by eminent domain, that the Net Award award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiariesany other Pledgor, as applicable, or the Holders holders of the Securities; (iii3) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, applicable Pledgor is legally entitled en- titled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv4) in the event thatcase, pursuant to Section 10.05(b11.8(b), the Net Award award for such property or the proceeds of such salesale (net of the costs of obtaining such award or proceeds, including reasonable fees of counsel), or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v5) that the instrument or the instruments and the Net Award award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee and/or the Collateral Agent conform in all material respects to the requirements of this Indenture and any of the Collateral applicable Security Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are permitted by the terms hereof and of the Collateral Security Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. In any proceedings for the Taking taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Collateral Agent and the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all All cash or Cash Equivalents received by the Trustee Collateral Agent pursuant to this Section 10.05 11.8 shall be held by the Trustee Collateral Agent as Trust Moneys under Article Eleven XII subject to application as therein provided. Subject to the provisions of the Collateral Documents, all All purchase money and other obligations received by the Trustee Collateral Agent pursuant to this Section 10.05 11.8 shall be held by the Trustee Collateral Agent as Collateral subject to application as provided in Section 10.1311.13.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should Should --------------------------------------------- any of the Collateral be sold pursuant subject to the exercise by the United States of America or any State, municipality or other governmental authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the CollateralTaking, the Trustee shall release the property subject to such Taking so taken or purchasepurchased, but only upon receipt by the Trustee of the following: (a) an Officers’ ' Certificate of Issuer stating that a Taking has occurred with respect to such property has been Taken and the amount of the Net Award award or payment therefor, or that such property has been sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; and (1) in the case of any Taking by eminent domain, that the award for the property so taken has become final or that the board of directors of the applicable Pledgor has determined that an appeal from such award is not advisable in the interests of Issuer or any other Pledgor, as applicable, or the Holders of the Notes; (2) in the case of any such sale, that the payment with respect to the property so sold is not less than the amount to which the applicable Pledgor is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (3) in case, pursuant to Section 12.5(b), the award or payment for such property (net of the costs of obtaining such award or payment), or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (b) any Net Awardthe award or payment for such property (net of the costs of obtaining such award or payment) shall be exchanged for Temporary Cash Investments and deposited with the Trustee, to be held as Trust Moneys Monies subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral DocumentsSection 13.3; providedprovided that, however, that -------- in lieu of all or any part of such Net Awardaward or payment, the Company and its Subsidiaries applicable Pledgor shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Awardaward or payment (net of the costs of obtaining such award or payment), or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (c) an Opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property has been Taken by eminent domain, or such property has been sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii) in the case of any Taking, that the Net Award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the Securities; (iii) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v2) that the instrument or the instruments and the Net Award award or proceeds payment of such sale Taking which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral applicable Security Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are is permitted by the terms hereof and of the Collateral Security Documents to execute and deliver the release requested, and that all conditions precedent herein and in the Security Documents provided for relating to such release have been complied with. In any proceedings for the Taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableIssuer. Subject to the provisions of the Collateral Documents, all All cash or Temporary Cash Equivalents Investments received by the Trustee pursuant to this Section 10.05 12.5 shall be held by the Trustee as Trust Moneys Monies under Article Eleven 13 subject to application as therein provided. Subject to the provisions of the Collateral Documents, all All purchase money and other obligations received by the Trustee pursuant to this Section 10.05 12.5 shall be held by the Trustee as Collateral subject to application as provided in Section 10.1312.10.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should any of the Collateral be sold pursuant to the exercise by the United States of America or any State, municipality or other governmental authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the Collateral, the Trustee shall release the property subject to such Taking or purchase, but only upon receipt by the Trustee of the following: (a) an Officers’ ' Certificate stating that a Taking has occurred with respect to such property and the amount of the Net Award therefor, or that such property has been sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral Documents; provided, however, that in lieu of all or any part of such Net Award, the Company and its Subsidiaries shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Award, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (c) an Opinion of Counsel substantially to the effect: (i) that a Taking has occurred with respect to such property or such property has been sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii) in the case of any Taking, that the Net Award for the property so taken has become final or that the Board of Directors of the Company or its Subsidiaries, as applicable, has determined that an appeal from such award is not advisable in the interests of the Company or of its Subsidiaries, as applicable, or the Holders of the Securities; (iii) in the case of any such sale, that the amount of the proceeds of the property so sold is not less than the amount to which the Company or its Subsidiaries, as applicable, is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v) that the instrument or the instruments and the Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the Collateral Documents and that, upon the basis of such application, the Collateral Agent and the Trustee are permitted by the terms hereof and of the Collateral Documents to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with. 103 In any proceedings for the Taking or purchase or sale of any part of the Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicableCompany. Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Trust Moneys under Article Eleven subject to application as therein provided. Subject to the provisions of the Collateral Documents, all purchase money and other obligations received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Collateral subject to application as provided in Section 10.13.

Eminent Domain and Other Governmental Takings. Subject to the provisions of the Collateral Documents, upon the occurrence of a Taking or should Should any of the Collateral be sold pursuant subject to the exercise by the United States of America or any State, municipality or other governmental authority of any right which any of them may then have to purchase, or to designate a purchaser or to order a sale of, all or any part of the CollateralTaking, the Trustee shall release the property subject to such Taking so taken or purchasepurchased, but only upon receipt by the Trustee of the following: (a) an Officers’ ' Certificate of the General Partner stating that a Taking has occurred with respect to such property has been Taken and the amount of the Net Award award or payment therefor, or that such property has been sold pursuant to a right vested in the United States of America or a state, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with; (b) any Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article Eleven and the applicable Collateral Documents; provided, however, that in lieu of all or any part of such Net Award, the Company and its Subsidiaries shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a Prior Lien on all or any part of the property to be released, stating that such Net Award, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such Prior Lien, in which case the balance of the award, if any, shall be delivered to the Trustee; and (cb) an Opinion of Counsel substantially to the effect: (i1) that a Taking has occurred with respect to such property has been Taken by eminent domain, or such property has been sold pursuant to the exercise of a right vested in the United States of America or a State, municipality or other governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (ii2) in the case of any TakingTaking by eminent domain, that the Net Award award for the property so taken has become final or that the Board of Directors of General Partner or the Company or its Subsidiaries, as applicable, applicable Guarantor has determined that an appeal from such award is not advisable in the interests of the Company Issuer or of its Subsidiariesany other Guarantor, as applicable, or the Holders of the SecuritiesDebentures; (iii3) in the case of any such sale, that the amount of the proceeds of payment with respect to the property so sold is not less than the amount to which the Company Issuer or its Subsidiaries, as applicable, the applicable Guarantor is legally entitled under the terms of such right to purchase or designate a purchaser, or under the order or orders directing such sale, as the case may be; (iv) in the event that, pursuant to Section 10.05(b), the Net Award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a Prior Lien, that the property to be released, or a specified portion thereof, is or immediately before such Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (v4) that the instrument or the instruments and the Net Award award or proceeds payment of such sale Taking which have been or are therewith delivered to and deposited with the Trustee conform to the requirements of this Indenture and any of the applicable Collateral Documents Document and that, upon the basis of such application, the Collateral Agent and the Trustee are is permitted by the terms hereof and of the applicable Collateral Documents Document to authorize the Collateral Agent to execute and deliver the release requested, and that all conditions precedent herein and in the applicable Collateral Document provided for relating to such release have been complied with. In any proceedings for the Taking or purchase or sale of any part of the Real Estate Collateral, by eminent domain or by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company or for its Subsidiaries, as applicable. Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Trust Moneys under Article Eleven subject to application as therein provided. Subject to the provisions of the Collateral Documents, all purchase money and other obligations received by the Trustee pursuant to this Section 10.05 shall be held by the Trustee as Collateral subject to application as provided in Section 10.13Issuer.