Common use of Taking of the Mortgaged Property Clause in Contracts

Taking of the Mortgaged Property. (a) Within five (5) Business Days after the occurrence thereof, Loan Parties shall notify Agent of any Taking of any portion of the Mortgaged Property or the commencement of any proceedings or negotiations which could be reasonably expected to result in such a Taking. Such notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation Threshold. Each Loan Party hereby irrevocably assigns, transfers and sets over to Agent all rights of each Loan Party to any such awards or compensation and irrevocably authorizes and empowers Agent, in the name of Loan Parties or otherwise, to collect and receipt for any such award or compensation and grants to Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Parties to the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided that, so long as no Event of Default shall be continuing, Agent shall not exercise the right to file and/or prosecute any such claim and Loan Parties shall have the right to settle claims with the reasonable prior consent of the Requisite Lenders. Upon the occurrence and continuance of an Event of Default, Agent may participate in such proceedings or negotiations upon prior notice to Loan Parties and Loan Parties will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall be under no obligation to question the amount of the award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties shall, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbrances. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent may be represented by counsel satisfactory to it at the reasonable expense of Loan Parties. Loan Parties will pay within ten (10) days after demand therefor reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred by Agent in connection with any Taking and seeking and obtaining any award or payment on account thereof.

Taking of the Mortgaged Property. (a) Within five Promptly, and in any case within one (51) Business Days Day after the occurrence thereof, Loan Parties Borrower shall notify Agent of any Taking of any portion of the any Mortgaged Property or the commencement of any proceedings or negotiations which could be reasonably expected to might result in such a Taking. Such notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation ThresholdTaking. Each Loan Party Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of each Loan Party Borrower to any such awards or compensation and irrevocably authorizes and empowers Agent, in the name of Loan Parties Borrower or otherwise, to collect and receipt for any such award or compensation and grants delegate to Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Parties to the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided that, so long as no Event of Default shall be continuing, Agent shall not exercise the right to file and/or prosecute any such claim and Loan Parties shall have the right to settle claims with the reasonable prior consent of the Requisite LendersBorrower. Upon the occurrence and continuance of an Event of Default, Agent may participate in such proceedings or negotiations upon prior notice to Loan Parties and Loan Parties Borrower will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall be under no obligation to question the amount of the award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties Borrower shall, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbranceswhatsoever. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent may be represented by counsel satisfactory to it at the reasonable expense of Loan PartiesBorrower. Loan Parties Borrower will pay within ten (10) days promptly after demand therefor reasonable and documented out-of-pocket all costs and expenses (including attorneys’ fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred by Agent in connection with any Taking and seeking and obtaining any award or payment on account thereof.

Taking of the Mortgaged Property. (a) Within five (5) Business Days after the occurrence thereof, Loan Parties shall notify Agent In case of any a Taking of any portion of the Mortgaged Property or the commencement of any proceedings proceeds or negotiations which could be reasonably expected to that might result in such a Taking. Such , the Borrower immediately will give notice shall thereof to Lender generally describe describing the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent Lender shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation ThresholdTaking. Each Loan Party The Borrower hereby irrevocably assigns, transfers and sets over to Agent Lender all rights of each Loan Party the Borrower to any such awards or compensation and irrevocably authorizes and empowers Agent, Lender in the name of Loan Parties the Borrower or otherwise, to collect and receipt for receive any such award or compensation and grants to Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Parties to compensation. Notwithstanding the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided thatforegoing, so long as no Default or Termination Payments Event of Default shall have occurred and shall then be continuing, Agent shall not exercise continuing and provided the right to file and/or prosecute any Borrower promptly files and diligently prosecutes such claim and Loan Parties or claims, the Borrower shall have the right to settle prosecute and file any such claim or claims with and the reasonable Borrower shall cause any such award or compensation to be collected and promptly paid over to Lender; provided, that, the Borrower shall not agree to or accept any xxxx or compensation without Lender's prior consent of the Requisite Lenderswritten consent. Upon the occurrence and continuance of an Event of Default, Agent Lender may participate in such proceedings proceeds or negotiations upon prior notice to Loan Parties negotiations, and Loan Parties the Borrower will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall be under no obligation to question the amount of the award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties shall, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbrances. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent may be represented by counsel satisfactory to it at the reasonable expense of Loan Parties. Loan Parties will pay within ten (10) days after demand therefor reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred by Agent in connection with any Taking and seeking and obtaining any award or payment on account thereof.Lender all

Taking of the Mortgaged Property. (a) Within five (5) Business Days after the occurrence thereof, Loan Parties shall notify Agent of any Taking of any portion of the Mortgaged Property or the commencement of any proceedings or negotiations which could be reasonably expected to result in such a Taking. Such notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation Threshold. Each Loan Party Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of each Loan Party Borrower and Property Owner in and to any such awards or compensation. Subject to Section 7.12(b) hereof, (i) Agent shall be entitled hereunder to all awards or compensation payable on account of a Taking and until disbursed such awards and compensation shall constitute additional security for the Obligations, (ii) Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of Borrower and Property Owner in and to any such awards or compensation and irrevocably authorizes and empowers Agent, in the name of Loan Parties Borrower, Property Owner or otherwise, to collect and receipt for receive any such award or compensation and grants delegate to Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Parties to the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided that, so long as no Event of Default shall be continuing, Agent shall not exercise the right to file and/or prosecute any such claim Borrower and Loan Parties shall have the right to settle claims with the reasonable prior consent of the Requisite Lenders. Upon the occurrence Property Owner and continuance of an Event of Default, (iii) Agent may participate in such proceedings or negotiations upon prior notice to Loan Parties and Loan Parties Borrower and Property Owner will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall be under no obligation to question or maximize the amount of the award or compensation or obtain any particular amount of award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties Borrower shall, and shall cause Property Owner to, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbranceswhatsoever. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent may be represented by counsel satisfactory to it at it, the reasonable expense expenses of Loan Parties. Loan Parties will pay within ten (10) days after demand therefor reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred which shall be paid by Agent in connection with any Taking and seeking and obtaining any award or payment on account thereofBorrower.

Taking of the Mortgaged Property. (a) Within five (5) Business Days after the occurrence thereof, Loan Parties shall notify Agent In case of any a Taking of any portion of the Mortgaged Property or the commencement of any proceedings or negotiations which could be reasonably expected to might result in such a Taking, the Mortgagor promptly will give notice thereof to the Mortgagee. Such notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation Threshold. Each Loan Party The Mortgagor hereby irrevocably assigns, transfers and sets over to Agent the Mortgagee all rights of each Loan Party the Mortgagor to any such awards or compensation and irrevocably authorizes and empowers Agentthe Mortgagee, in the name of Loan Parties the Mortgagor or otherwise, to collect and receipt for any such award or compensation and grants delegate to Agent the Mortgagee the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Parties to the extent Mortgagor. Notwithstanding the condemnation award or compensation exceeds the Condemnation Threshold; provided thatforegoing, so long as no First Tier Default or Event of Default shall have occurred and shall then be continuingcontinuing and provided the Mortgagor promptly files all claims and diligently prosecutes same, Agent shall not exercise the right to file and/or prosecute any such claim and Loan Parties Mortgagor shall have the right (i) to settle claims with file and prosecute any claim for such awards and (ii) provided such awards or compensation are not payable on account of a Material Taking, to collect and receipt for and, subject to the reasonable prior consent terms hereof and of the Requisite Lendersother Financing Documents, hold all awards or compensation payable on account of a Taking; provided, however, that the Mortgagor will not agree to any adjustment or settlement of any such claim payable with respect to a Taking the award or compensation with respect to which is greater than $250,000 (a "Material Taking") without the Mortgagee's prior written consent, which consent shall not be unreasonably withheld. Upon the occurrence and continuance of an Event of Default, Agent The Mortgagee may participate in such proceedings or negotiations upon prior notice to Loan Parties and Loan Parties the Mortgagor will deliver or cause to be delivered to Agent the Mortgagee all instruments requested by Agent the Mortgagee to permit such participation; provided, however, that Agent the Mortgagee shall be under no obligation to question the amount of the award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties the Mortgagor shall, upon demand of Agentthe Mortgagee, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of to the Condemnation Threshold to AgentMortgagee, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbranceswhatsoever. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent The Mortgagee may be represented by counsel reasonably satisfactory to it at the reasonable expense of Loan Partiesthe Mortgagor. Loan Parties The Mortgagor will pay within ten (10) days promptly after demand therefor all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred by Agent the Mortgagee in connection with any Taking and seeking and obtaining any award or payment on account thereof.

Taking of the Mortgaged Property. (a) Within five Promptly, and in any case within three (53) Business Days after the occurrence thereof, Loan Borrower Parties shall notify Agent of any Taking of any portion of the Mortgaged any Property or the commencement of any proceedings or negotiations which could be reasonably expected to might result in such a Taking. Such notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation Threshold. Each Loan Borrower Party hereby irrevocably assigns, transfers and sets over to Agent all rights of each Loan such Borrower Party to any such awards or compensation and irrevocably authorizes and empowers Agent, in the name of Loan Parties such Borrower Party or otherwise, to collect and receipt for any such award or compensation and grants delegate to Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Borrower Parties to the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided that, so long as no Event of Default shall be continuing, Agent shall not exercise the right to file and/or prosecute any such claim and Loan Borrower Parties shall have the right to settle claims with the reasonable prior consent of the Requisite LendersAgent (not to be unreasonably withheld, conditioned or delayed). Upon the occurrence and continuance of an Event of Default, Agent may participate in such proceedings or negotiations upon prior notice to Loan Borrower Parties and Loan Borrower Parties will deliver or cause to 62383226 80 be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall be under no obligation to question the amount of the award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Borrower Parties shall, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbranceswhatsoever. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent may be represented by counsel satisfactory to it at the reasonable expense of Loan PartiesBorrowers. Loan Parties Borrowers will pay within ten (10) days promptly after demand therefor reasonable and documented out-of-pocket all costs and expenses (including reasonable attorneys’ fees and disbursements and fees costs and disbursements expenses of any appraiser or other consultant) incurred by Agent in connection with any Taking and seeking and obtaining any award or payment on account thereof.

Taking of the Mortgaged Property. (a) Within five Promptly, and in any case within three (53) Business Days after the occurrence thereof, Loan Parties the applicable Borrower shall notify Agent of any Taking of any portion of the Mortgaged its respective Borrowing Base Property or the commencement of any proceedings or negotiations which could be reasonably expected to might result in such a Taking. Such notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom. Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed the Condemnation Thresholdany Material Taking. Each Loan Party Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of each Loan Party such Borrower to any such awards or compensation and irrevocably authorizes and empowers Agent, in the name of Loan Parties such Borrower or otherwise, to collect and receipt for any such award or compensation and grants delegate to Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking on behalf of Loan Parties to the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided that, so long as no Event of Default shall be continuing, Agent shall not exercise the right to file and/or prosecute any such claim and Loan Parties shall have the right to settle claims with the reasonable prior consent of the Requisite Lenders. Upon the occurrence and continuance of an Event of Default, Agent may participate in such proceedings or negotiations upon prior notice to Loan Parties and Loan Parties will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participationapplicable Borrower; provided, however, that Agent shall be under no obligation to question the amount of the any award or compensation. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing and provided such Borrowers files, all claims and diligently prosecutes same, such Borrower shall have the right to file, adjust, settle and prosecute any claim for and receive such award or compensation; provided, however, that such Borrower shall not agree to any adjustment or settlement of any such claim payable with respect to a Major Taking without Agent’s prior consent which will not be unreasonably withheld. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties each Borrower shall, upon demand of Agent, make, execute and deliver any and all assignments and other 100 instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbranceswhatsoever. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Agent may be represented by counsel satisfactory to it at the reasonable expense of Loan Partiessuch Borrower. Loan Parties Each Borrower will pay within ten (10) days promptly after demand therefor reasonable and documented out-of-pocket all costs and expenses (including reasonable attorneys’ fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred by Agent in connection with any Taking and seeking and obtaining any award or payment on account thereof.

Taking of the Mortgaged Property. (a) Within five (5) Business Days Promptly after Borrower obtains knowledge of the occurrence thereof, Loan Parties Borrower shall notify Administrative Agent of any Taking of any portion of the Mortgaged Property Condemnation or the commencement of any proceedings or negotiations which could be reasonably expected to might result in such a TakingCondemnation. Such notice shall generally describe the nature and extent of such Taking Condemnation or the nature of such proceedings or negotiations and the nature and extent of the Taking Condemnation which might result therefrom. Administrative Agent shall be entitled hereunder to hold and apply in accordance with this Section 6.13 all awards or compensation payable to or on account of Loan Parties by reason of a Taking if such awards or compensation exceed Condemnation to be applied in the Condemnation Thresholdmanner set forth herein. Each Loan Party Borrower hereby irrevocably assigns, transfers and sets over to Administrative Agent all rights of each Loan Party Borrower to any such awards or compensation and irrevocably authorizes and empowers Administrative Agent, in the name of Loan Parties Borrower or otherwise, to collect and receipt for any such award or compensation and grants delegates to Administrative Agent the right to file and prosecute any and all claims for any such awards or compensation and to participate in any and all hearings, trials and appeals in connection with a Taking Condemnation on behalf of Loan Parties to the extent the condemnation award or compensation exceeds the Condemnation Threshold; provided that, so long as no Event of Default shall be continuing, Agent shall not exercise the right to file and/or prosecute any such claim and Loan Parties shall have the right to settle claims with the reasonable prior consent of the Requisite LendersBorrower. Upon the occurrence and continuance of an Event of Default, Administrative Agent may participate in such proceedings or negotiations upon prior notice to Loan Parties and Loan Parties Borrower will deliver or cause to be delivered to Administrative Agent all instruments requested by Administrative Agent to permit such participation; provided, however, that Administrative Agent shall be under no obligation to question the amount of the award or compensation. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Loan Parties Borrower shall, upon demand of Administrative Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or compensation in excess of the Condemnation Threshold to Administrative Agent, free and clear of any encumbrances of any kind or nature whatsoever other than Permitted Encumbranceswhatsoever. In connection with a taking where the condemnation award or compensation exceeds the Condemnation Threshold, Administrative Agent may be represented in any Condemnation proceeding by counsel satisfactory to it at the reasonable expense of Loan PartiesBorrower. Loan Parties will pay within ten (10) days after demand therefor reasonable and documented out-of-pocket costs and All expenses (including attorneys’ fees and disbursements and fees and disbursements of any appraiser or other consultant) incurred by Administrative Agent in connection with making any Taking Condemnation and seeking and obtaining any award or payment on account thereofthereof (including reasonable attorneys’ fees and reasonable fees of any appraiser or other consultant) shall be a part of the Indebtedness and shall be due and payable to Administrative Agent upon demand.