Common use of Rights of Parties in Event of Condemnation; Bonds Protected in Any Event Clause in Contracts

Rights of Parties in Event of Condemnation; Bonds Protected in Any Event. A. If during the term of this Lease Agreement title to all or substantially all of the Leased Premises shall be taken or condemned by a competent authority for any public use or purpose, the net amount awarded as damages or paid as a result of such taking (being the gross award less attorneys’ fees and other expenses and costs incurred in the condemnation proceedings, hereinafter referred to as the “net award”) shall be used on the next redemption date to pay in accordance with the provisions of the Trust Indenture, the entire principal, premium, if any, and interest on all Bonds outstanding under the Trust Indenture. If the net award together with the amount then in the Bond Fund, shall be insufficient to pay in full, on the next redemption date, the amount necessary to pay all principal, premium, if any, interest, and all other costs of redemption, on all Bonds outstanding under the Trust Indenture (all of which, for purposes of this Section, shall be called “total bond redemption expense”), Xxxxxx agrees to pay, promptly upon payment of the net award, as Additional Rent hereunder, the amount by which the total bond redemption expense shall exceed the net award plus the amount then on deposit in the Bond Fund and available for payment and redemption of the Bonds outstanding under the Trust Indenture. For purposes of this Article and of Article XX, “title to all or substantially all of the Leased Premises shall be taken or condemned” shall be deemed to mean a taking of all of the Leased Premises or a taking of such substantial portion of the Leased Premises that the Lessee, as determined by the Lessee in its sole discretion, cannot reasonably operate the remainder in substantially the same manner as before. In the event the net award, together with any available amount in the Bond Fund, shall be in excess of the amount necessary to pay the total bond redemption expense, such excess shall belong to and be paid to the Lessee. B. If less than substantially all of the Leased Premises shall be taken or condemned by a competent authority for any public use or purpose, neither the term nor any of the obligations of either party under this Lease Agreement shall be affected or reduced in any way, and (i) Lessee shall proceed to repair, rebuild and replace the remaining part of the Leased Premises as nearly as possible to the condition existing prior to such taking, to the extent that the same may be feasible, subject to the right on the part of the Lessee to make alterations which, in the reasonable judgment of Lessee (and in accordance with Article VI hereof), will improve the efficiency of the Leased Premises for the purposes of their intended use under this Lease Agreement; and (ii) The net award shall be paid to the Lessor and by it to the Lessee, and the Lessor hereby assigns the same to the Lessee for the use of the Lessee in repairing, rebuilding and replacing as provided in (i) above. The net award shall be transferred to the Lessee in the same manner as is provided in Section 14.01 with respect to insurance proceeds, provided that the words “insurance proceeds” there referred to shall for purposes of this subparagraph (ii) refer to “net award.” If the net award is in excess of the amount necessary to repair, rebuild and replace as specified in (i) above, such excess shall be deposited in the Bond Fund or if there are no Bonds outstanding under the Trust Indenture the excess shall belong to and shall be paid to the Lessee. If the net award is less than the amount necessary for the Lessee to repair, rebuild and replace as set forth in (i) above, the Lessee shall nevertheless complete the repair, rebuilding and replacement work and pay the cost thereof to the extent not covered by the net award. C. In the event of a taking under either A or B above, the Lessee shall have the right to participate in and to submit proof in the condemnation proceedings and to receive any award (by way of negotiation, settlement or judgment) which may be made for damages sustained by Lessee by reason of the condemnation; provided, however, nothing in this subsection C shall be construed to diminish or impair in any way Xxxxxx’s obligation under subsection A of this Section 15.01 to pay as Additional Rent the amount of any insufficiency of the net award and the funds in the Bond Fund to pay the total bond redemption expense as therein defined. D. If the temporary use of the whole or any part of the Leased Premises shall be taken by right of eminent domain, this Lease Agreement shall not be thereby terminated and the parties shall continue to be obligated under all of its terms and provisions and Lessee shall be entitled to receive the entire amount of the award made for such taking, whether by way of damages, rent or otherwise.

Rights of Parties in Event of Condemnation; Bonds Protected in Any Event. A. If during the term of this Lease Agreement Term title to all or substantially all of the Leased Premises Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then this Lease Agreement shall terminate at midnight on the 15th day after the vesting of title in such authority and rent shall be paid to and adjusted as of that day. In that event, subject to the subsequent provisions of this Section, the condemnation award shall belong to Issuer and shall be paid to Trustee and deposited into the Bond Fund (subject to the provisions of the Indenture and this Lease Agreement) and Company hereby assigns the award to Issuer. In the event the net amount awarded as damages or paid as a result of such taking condemnation award (being the gross award amount awarded less attorneys’ all reasonable attorney’s fees and other reasonable expenses and costs incurred in the condemnation proceedings, hereinafter referred to as the “net award”proceeding) shall be used on the next redemption date to pay in accordance with the provisions of the Trust Indenture, the entire principal, premium, if any, and interest on all Bonds outstanding under the Trust Indenture. If the net award together with the amount then in the Bond Fund, Fund shall be insufficient to pay in full, on the next redemption datedate fixed by Company pursuant to the provisions of Section 301 of the Indenture, the amount necessary to pay all principal, premium, if any, interest, Trustee’s fees, and all other costs of redemption, on all Bonds outstanding under the Trust Indenture redemption (all of which, for purposes of this Section, shall be called “total bond redemption expense”), Xxxxxx Company agrees to pay, pay promptly upon payment of the net condemnation award, as Additional Rent hereunderadditional rent under this Lease Agreement, the amount by which the total bond redemption expense shall exceed the net condemnation award plus the amount then on deposit in the Bond Fund and available for payment and redemption Fund. Company’s agreement to pay additional rent pursuant to this Section 7.5 shall survive any termination of the Bonds outstanding Lease Agreement under the Trust Indenturethis Section 7.5. For the purposes of this Article and of Article XXVII, “title to all or substantially all of the Leased Premises shall be taken or condemnedMortgaged Property” shall be deemed to mean a taking of all of the Leased Premises Mortgaged Property or a taking of such a substantial portion of the Leased Premises Mortgaged Property that the LesseeCompany, as determined by the Lessee Company in its sole discretion, cannot reasonably operate the remainder in substantially the same manner as before. In the event the net condemnation award, together with any available the amount in the Bond Fund, shall be in excess of the amount necessary to pay the total bond redemption expense and Company is not in default in any of its other obligations hereunder, or Company is in default in any of its obligations hereunder and the net condemnation award plus the amount then on deposit in the Bond Fund plus any amount previously paid to the Bondowners on account of the total bond redemption expense shall be in excess of the amount necessary to pay the total bond redemption expense, such then the appropriate excess shall belong to and be paid to Company; provided, however, that if Company is in default with reference to any of its other obligations hereunder, the Lesseeamount necessary to satisfy such default shall have been previously paid to Trustee by Company. To the extent that the sum of the net condemnation award plus the amount then on deposit in the Bond Fund plus any amount previously paid to the owners of the Bonds on account of the total bond redemption expense shall be less than the total bond redemption expense, Company agrees to pay such deficiency to Issuer as additional rent hereunder. If less than all of the Mortgaged Property shall be so taken or condemned and this Lease shall terminate as provided in this Section 7.5 (A), then the part of the Mortgaged Property not so taken or condemned shall be sold at a public auction (at which auction the Company, the Guarantor, the Issuer and the Trustee shall have the right to bid), and the net proceeds of such sale shall be deemed to be included in and be part of the award or awards, to be disposed of as set forth in this subdivision (A). Issuer agrees that it will not voluntarily accept, without the prior approval of Company, any condemnation award, and Issuer agrees that it will cooperate with Company with the end in view of obtaining the maximum justifiable condemnation award. B. If less than substantially all of the Leased Premises Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, neither the term nor any of the obligations of either party under this Lease Agreement shall be affected or reduced in any way, and (i) Lessee If any part of the improvements owned by Issuer on the Mortgaged Property (improvements as used herein shall include any item of Issuer’s equipment) is taken, Company shall proceed to repair, repair or rebuild and replace (repair or rebuild shall include replacement of any item of Issuer’s equipment) the remaining part of the Leased Premises as nearly as possible to the condition existing prior to such taking, to the extent that the same may be feasible, subject to the right on the part of the Lessee Company to make alterations which, in the reasonable judgment of Lessee (and in accordance with Article VI hereof), will so as to improve the efficiency of the Leased Premises for the purposes of their intended use under this Lease Agreementimprovements; and (ii) The net entire condemnation award shall be paid to the Lessor and by it to the LesseeCompany, and the Lessor Issuer hereby assigns the same to the Lessee Company for the use of the Lessee Company in repairing, repairing and rebuilding and replacing as provided in (i) above. The net said award shall be transferred to the Lessee Company in the same manner as is provided in Section 14.01 7.2 with respect to insurance proceeds, provided that the words “insurance proceedsNet Proceeds” there referred to shall for purposes of this subparagraph (ii) hereof refer to “net condemnation award.” If the net condemnation award is in excess of the amount necessary to repair, repair and rebuild and replace as specified in (i) above, such excess shall be paid to Trustee and deposited in the Bond Fund or Fund. If such excess is more than the remaining total basic rent obligations of Company hereunder, and if there are no Bonds outstanding under at that time Company is not in default with respect to any of its obligations, the Trust Indenture amount of excess over and above the excess shall belong amount necessary to and satisfy the obligations with reference to which Company is in default shall be paid to the LesseeCompany. If the net condemnation award is less than the amount necessary for the Lessee Company to repair, repair and rebuild and replace as set forth in (i) above, the Lessee ,. Company shall nevertheless complete the repair, repair and rebuilding and replacement work and pay the cost thereof to thereof; and (iii) If no part of the extent not covered by improvements is taken, the net awardcondemnation award shall be paid to Trustee and deposited in the Bond Fund. C. In the event of a taking under either A or B above, the Lessee Company shall have the right to participate in at its own expense in, and to submit offer proof in in, the condemnation proceedings and to receive that portion of any award (by way of negotiation, settlement settlement, or judgment) which may be made for damages sustained by Lessee Company solely as a result of the interruption of Company’s business or with respect to the Company’s trade fixtures, equipment, improvements and moving expenses by reason of the condemnation; provided, however, nothing in this subsection C shall be construed to diminish or impair in any way XxxxxxCompany’s obligation under subsection A of this Section 15.01 7.5 to pay as Additional Rent additional rent the amount of any insufficiency of the net condemnation award and the funds in the Bond Fund to pay the total bond redemption expense as therein definedexpense. D. If the temporary use of the whole or any part of the Leased Premises Mortgaged Property shall be taken by right of of, or acquired pursuant to the threat of, eminent domain, this Lease Agreement shall not be thereby terminated and the parties shall continue to be obligated under all of its terms and provisions provisions, and, provided that an Event of Default has not occurred and Lessee is continuing under this Lease Agreement, Company shall be entitled to receive the entire amount of the award made for such taking, whether by way of damages, rent rent, or otherwise.

Rights of Parties in Event of Condemnation; Bonds Protected in Any Event. A. (a) If during the term of this Lease Agreement Loan Term title to all or substantially all of the Leased Premises Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then, subject to the net amount awarded as damages or subsequent provisions of this Section, the condemnation award shall be paid as a result to Trustee, for the account of such taking Issuer, and deposited into the Bond Fund (subject to the provisions of the Indenture and this Loan Agreement) and Company hereby assigns the award to Issuer. In the event the Net Proceeds of any condemnation award (being the gross award amount awarded less attorneys’ all reasonable attorney’s fees and other reasonable expenses and costs incurred in the condemnation proceedings, hereinafter referred to as the “net award”proceeding) shall be used on the next redemption date to pay in accordance with the provisions of the Trust Indenture, the entire principal, premium, if any, and interest on all Bonds outstanding under the Trust Indenture. If the net award together with the amount then in the Bond Fund, Fund shall be insufficient to pay in full, on the next redemption datedate fixed by Company pursuant to the provisions of Section 301 of the Indenture, the amount necessary to pay all principal, premium, if any, interest, Trustee’s fees and expenses, and all other costs of redemption, on all Bonds outstanding under the Trust Indenture redemption (all of which, for purposes of this Section, shall be called “total bond redemption expense”), Xxxxxx Company agrees to pay, pay promptly upon payment of the net condemnation award, as Additional Rent hereunder, the amount by which the total bond redemption expense shall exceed the net Net Proceeds of any condemnation award plus the amount then on deposit in the Bond Fund and available for payment and redemption of the Bonds outstanding under the Trust IndentureFund. For the purposes of this Article and of Article XXVIII, “title to all or substantially all of the Leased Premises shall be taken or condemnedMortgaged Property” shall be deemed to mean a taking of all of the Leased Premises Mortgaged Property or a taking of such a substantial portion of the Leased Premises Mortgaged Property that the LesseeCompany, as determined by the Lessee Company in its sole discretion, cannot reasonably operate the remainder in substantially the same manner as beforeremainder. In the event the net Net Proceeds of any condemnation award, together with any available the amount in the Bond Fund, shall be in excess of the amount necessary to pay the total bond redemption expense and Company is not in default in any of its other obligations hereunder, or Company is in default in any of its obligations hereunder and the Net Proceeds of any condemnation award plus the amount then on deposit in the Bond Fund plus any amount previously paid to the Bondowners on account of the total bond redemption expense shall be in excess of the amount necessary to pay the total bond redemption expense, such then the appropriate excess shall belong to and be paid to Company; provided, however, that if an event of default has occurred and is continuing with reference to any of its other obligations hereunder, the Lesseeamount necessary to satisfy such default shall also be paid to Trustee by Company whether from such excess or otherwise. To the extent that the sum of the Net Proceeds of any condemnation award plus the amount then on deposit in the Bond Fund plus any amount previously paid to the owners of the Bonds on account of the total bond redemption expense shall be less than the total bond redemption expense, Company agrees to pay such deficiency to Issuer. Issuer agrees that it will not voluntarily accept, without the prior approval of Company, any condemnation award, and Issuer agrees that it will cooperate with Company with the end in view of obtaining the maximum justifiable condemnation award. B. (b) If less than substantially all of the Leased Premises Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, neither the term nor any of the obligations of either party under this Lease Loan Agreement shall be affected or reduced in any way, and (i) Lessee If any part of the improvements owned by Company on the Mortgaged Property is taken; Company shall proceed to repair, repair or rebuild and replace the remaining part of the Leased Premises as nearly as possible to the condition existing prior to such taking, to the extent that the same may be feasible, subject to the right on the part of the Lessee Company to make alterations which, in the reasonable judgment of Lessee (and in accordance with Article VI hereof), will so as to improve the efficiency of the Leased Premises for the purposes of their intended use under this Lease Agreementimprovements; and (ii) The net entire condemnation award shall be paid to the Lessor and by it to the Lessee, and the Lessor hereby assigns the same to the Lessee Company for the use of the Lessee Company in repairing, repairing and rebuilding and replacing as provided in (i) above. The net said award shall be transferred to the Lessee Company in the same manner as is provided in Section 14.01 8.2 with respect to insurance proceeds, provided that the words “insurance proceedsNet Proceeds” there referred to shall for purposes of this subparagraph (ii) hereof refer to “net condemnation award.” If the net Net Procceeds of any condemnation award is in excess of the amount necessary to repair, repair and rebuild and replace as specified in (i) above, such excess shall be paid to Trustee and deposited in the Bond Fund or if there are no Bonds outstanding under the Trust Indenture the excess shall belong to and shall be paid to the LesseeFund. If the net Net Proceeds of any condemnation award is less than the amount necessary for the Lessee Company to repair, repair and rebuild and replace as set forth in (i) above, the Lessee Company shall nevertheless complete the repair, repair and rebuilding and replacement work and pay the deficiencies in the cost thereof thereof; and (iii) If no part of the improvements is taken, the Net Proceeds of any condemnation award shall be paid to Trustee and deposited in the extent not covered by the net awardBond Fund. C. (c) In the event of a taking under either A (a) or B (b) above, the Lessee Company shall have the right to participate in at its own expense in, and to submit offer proof in in, the condemnation proceedings and to receive that portion of any award (by way of negotiation, settlement settlement, or judgment) which may be made for damages sustained by Lessee Company solely as a result of the interruption of Company’s business or with respect to the Company’s trade fixtures, equipment, improvements and moving expenses by reason of the condemnation; provided, however, nothing in this subsection C (c) shall be construed to diminish or impair in any way XxxxxxCompany’s obligation under subsection A (a) of this Section 15.01 8.5 to pay as Additional Rent the amount of any insufficiency of the net Net Proceeds of any condemnation award and the funds in the Bond Fund to pay the total bond redemption expense as therein definedexpense. D. (d) If the temporary use of the whole or any part of the Leased Premises Mortgaged Property shall be taken by right of of, or acquired pursuant to the threat of, eminent domain, this Lease Loan Agreement shall not be thereby terminated and the parties shall continue to be obligated under all of its terms and provisions provisions, and, provided that an event of default has not occurred and Lessee is continuing under this Loan Agreement, Company shall be entitled to receive the entire amount of the award made for such taking, whether by way of damages, rent rent, or otherwise.

Rights of Parties in Event of Condemnation; Bonds Protected in Any Event. A. (a) If during the term of this Lease Agreement Loan Term title to all or substantially all of the Leased Premises Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then, subject to the net amount awarded as damages or subsequent provisions of this Section, the condemnation award shall be paid as a result to Trustee, for the account of such taking Issuer, and deposited into the Bond Fund (subject to the provisions of the Indenture and this Loan Agreement) and Company hereby assigns the award to Issuer. In the event the Net Proceeds of any condemnation award (being the gross award amount awarded less attorneys’ all reasonable attorney’s fees and other reasonable expenses and costs incurred in the condemnation proceedings, hereinafter referred to as the “net award”proceeding) shall be used on the next redemption date to pay in accordance with the provisions of the Trust Indenture, the entire principal, premium, if any, and interest on all Bonds outstanding under the Trust Indenture. If the net award together with the amount then in the Bond Fund, Fund shall be insufficient to pay in full, on the next redemption datedate fixed by Company pursuant to the provisions of Section 301 of the Indenture, the amount necessary to pay all principal, premium, if any, interest, Trustee’s fees and expenses, and all other costs of redemption, on all Bonds outstanding under the Trust Indenture redemption (all of which, for purposes of this Section, shall be called “total bond redemption expense”), Xxxxxx Company agrees to pay, pay promptly upon payment of the net condemnation award, as Additional Rent hereunder, the amount by which the total bond redemption expense shall exceed the net Net Proceeds of any condemnation award plus the amount then on deposit in the Bond Fund and available for payment and redemption of the Bonds outstanding under the Trust IndentureFund. For the purposes of this Article and of Article XXVIII, “title to all or substantially all of the Leased Premises shall be taken or condemnedMortgaged Property” shall be deemed to mean a taking of all of the Leased Premises Mortgaged Property or a taking of such a substantial portion of the Leased Premises Mortgaged Property that the LesseeCompany, as determined by the Lessee Company in its sole discretion, cannot reasonably operate the remainder in substantially the same manner as beforeremainder. In the event the net Net Proceeds of any condemnation award, together with any available the amount in the Bond Fund, shall be in excess of the amount necessary to pay the total bond redemption expense and Company is not in default in any of its other obligations hereunder, or Company is in default in any of its obligations hereunder and the Net Proceeds of any condemnation award plus the amount then on deposit in the Bond Fund plus any amount previously paid to the Bondowners on account of the total bond redemption expense shall be in excess of the amount necessary to pay the total bond redemption expense, such then the appropriate excess shall belong to and be paid to Company; provided, however, that if an event of default has occurred and is continuing with reference to any of its other obligations hereunder, the Lesseeamount necessary to satisfy such default shall also be paid to Trustee by Company whether from such excess or otherwise. To the extent that the sum of the Net Proceeds of any condemnation award plus the amount then on deposit in the Bond Fund plus any amount previously paid to the owners of the Bonds on account of the total bond redemption expense shall be less than the total bond redemption expense, Company agrees to pay such deficiency to Issuer. Issuer agrees that it will not voluntarily accept, without the prior approval of Company, any condemnation award, and Issuer agrees that it will cooperate with Company with the end in view of obtaining the maximum justifiable condemnation award. B. (b) If less than substantially all of the Leased Premises Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, neither the term nor any of the obligations of either party under this Lease Loan Agreement shall be affected or reduced in any way, and (i) Lessee If any part of the improvements owned by Company on the Mortgaged Property is taken, Company shall proceed to repair, repair or rebuild and replace the remaining part of the Leased Premises as nearly as possible to the condition existing prior to such taking, to the extent that the same may be feasible, subject to the right on the part of the Lessee Company to make alterations which, in the reasonable judgment of Lessee (and in accordance with Article VI hereof), will so as to improve the efficiency of the Leased Premises for the purposes of their intended use under this Lease Agreementimprovements; and (ii) The net entire condemnation award shall be paid to the Lessor and by it to the Lessee, and the Lessor hereby assigns the same to the Lessee Company for the use of the Lessee Company in repairing, repairing and rebuilding and replacing as provided in (i) above. The net said award shall be transferred to the Lessee Company in the same manner as is provided in Section 14.01 8.2 with respect to insurance proceeds, provided that the words “insurance proceedsNet Proceeds” there referred to shall for purposes of this subparagraph (ii) hereof refer to “net condemnation award.” If the net Net Procceeds of any condemnation award is in excess of the amount necessary to repair, repair and rebuild and replace as specified in (i) above, such excess shall be paid to Trustee and deposited in the Bond Fund or if there are no Bonds outstanding under the Trust Indenture the excess shall belong to and shall be paid to the LesseeFund. If the net Net Proceeds of any condemnation award is less than the amount necessary for the Lessee Company to repair, repair and rebuild and replace as set forth in (i) above, the Lessee Company shall nevertheless complete the repair, repair and rebuilding and replacement work and pay the deficiencies in the cost thereof thereof; and (iii) If no part of the improvements is taken, the Net Proceeds of any condemnation award shall be paid to Trustee and deposited in the extent not covered by the net awardBond Fund. C. (c) In the event of a taking under either A (a) or B (b) above, the Lessee Company shall have the right to participate in at its own expense in, and to submit offer proof in in, the condemnation proceedings and to receive that portion of any award (by way of negotiation, settlement settlement, or judgment) which may be made for damages sustained by Lessee Company solely as a result of the interruption of Company’s business or with respect to the Company’s trade fixtures, equipment, improvements and moving expenses by reason of the condemnation; provided, however, nothing in this subsection C (c) shall be construed to diminish or impair in any way XxxxxxCompany’s obligation under subsection A (a) of this Section 15.01 8.5 to pay as Additional Rent the amount of any insufficiency of the net Net Proceeds of any condemnation award and the funds in the Bond Fund to pay the total bond redemption expense as therein definedexpense. D. (d) If the temporary use of the whole or any part of the Leased Premises Mortgaged Property shall be taken by right of of, or acquired pursuant to the threat of, eminent domain, this Lease Loan Agreement shall not be thereby terminated and the parties shall continue to be obligated under all of its terms and provisions provisions, and, provided that an event of default has not occurred and Lessee is continuing under this Loan Agreement, Company shall be entitled to receive the entire amount of the award made for such taking, whether by way of damages, rent rent, or otherwise.