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

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreement, 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 state, municipality or other governmental authority of any right which 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 so taken or purchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate stating that such property has been taken by eminent domain and the amount of the 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) the award for such property or the proceeds of such sale, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI and the Credit Agreement; provided, however, that, in lieu of all or any part of such award or proceeds, the Company 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 award 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 Trustee and the Collateral Agent; and (c) an Opinion of Counsel substantially to the effect: (1) that such property has been taken by eminent domain, or 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; (2) 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 Company has determined that an appeal from such award is not advisable in the interests of the Company or the Secured Parties; (3) 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 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; (4) in case, pursuant to Section 11.5(b), the 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 (5) that the instrument or the instruments and the award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent conform to the requirements of this Indenture and any of the applicable Security Documents and that, upon the basis of such application, the Collateral Agent is permitted by the terms hereof and of the 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 Collateral Agent may be represented by counsel who may be counsel for the Company. All cash or Cash Equivalents received by the Trustee pursuant to this Section 11.5 shall be held by the Collateral Agent as Trust Moneys under Article XII subject to application as therein provided and as provided in the Credit Agreement and the Security Documents. All purchase money and other obligations received by the Collateral Agent pursuant to this Section 11.5 shall be held by the Collateral Agent as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreement, should Should any of the Collateral be taken by eminent domain or 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 it 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 and the Collateral Agent shall release the property so taken or purchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate of the Company stating that such property has been taken by eminent domain Taken and the amount of the 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) the 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 proceeds of such saleTrustee, to be held as Trust Moneys Monies subject to the disposition application thereof pursuant to Article XI and the Credit Agreement12; provided, however, PROVIDED that, in lieu of all or any part of such award or proceedspayment, the Company 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 award or proceedspayment (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 the Collateral AgentTrustee; and (c) an Opinion of Counsel substantially to the effect: (1) that such property has been taken Taken by eminent domain, or 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; (2) in the case of any taking Taking by eminent domain, that the award for the property so taken has become final or that the Board board of Directors directors of the Company applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company or any other Pledgor, as applicable, or the Secured PartiesHolders of the Notes; (3) 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 the relevant Guarantor 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; (4) in case, pursuant to Section 11.5(b10.05(b), the 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 Taking was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5) that the instrument or the instruments and the award or proceeds payment of such sale Taking which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Documents and that, upon the basis of such application, the Collateral Agent Trustee is permitted by the terms hereof and of the 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 Taking 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 Trustee may be represented by counsel who may be counsel for the Company. All cash or Cash Equivalents Marketable Securities received by the Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Trust Moneys Monies under Article XII 12 subject to application as therein provided and as provided in the Credit Agreement and the Security Documentsprovided. All purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents10.10.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreementprovisions of the Collateral Documents, 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 it 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 and the Collateral Agent shall release the property so taken subject to such Taking or purchasedpurchase, 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 award Net 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) the award for such property or the proceeds of such saleany Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI Eleven and the Credit Agreementapplicable Collateral Documents; provided, however, that, that in lieu of all or any part of such award or proceedsNet Award, the Company 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 award or proceedsNet 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 the Collateral AgentTrustee; and (c) an Opinion of Counsel substantially to the effect: (1i) 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; (2ii) in the case of any taking by eminent domainTaking, that the award Net Award for the property so taken has become final or that the Board of Directors of the Company has determined that an appeal from such award is not advisable in the interests of the Company or the Secured PartiesHolders of the Securities; (3iii) 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 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; (4iv) in casethe event that, pursuant to Section 11.5(b10.05(b), the award 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 Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5v) that the instrument or the instruments and the award Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Collateral Documents and that, upon the basis of such application, the Collateral Agent is and the Trustee are permitted by the terms hereof and of the Security 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 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 Trustee may be represented by counsel who may be counsel for the Company. All Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Trust Moneys under Article XII Eleven subject to application as therein provided and as provided in provided. Subject to the Credit Agreement and provisions of the Security Collateral Documents. All , all purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents10.13.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreement, should Should --------------------------------------------- any of the Collateral be taken by eminent domain or 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 it 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 and the Collateral Agent shall release the property so taken or purchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate of Issuer stating that such property has been taken by eminent domain Taken and the amount of the 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) the award for such property or the proceeds of such sale, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI and the Credit Agreement; provided, however, that, in lieu of all or any part of such award or proceeds, the Company 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 award 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 Trustee and the Collateral Agent; and (c) an Opinion of Counsel substantially to the effect: (1) that such property has been taken by eminent domain, or 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; (2) in the case of any taking Taking by eminent domain, that the award for the property so taken has become final or that the Board board of Directors directors of the Company applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company Issuer or any other Pledgor, as applicable, or the Secured PartiesHolders of the Notes; (32) 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 the relevant Guarantor 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; (43) in case, pursuant to Section 11.5(b12.5(b), the 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 Taking was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5b) the 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 Monies subject to the disposition thereof pursuant to Section 13.3; provided that, -------- in lieu of all or any part of such award or payment, the 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 award 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: (1) that such property has been Taken by eminent domain, or has been sold pursuant to the exercise of a right vested in a governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (2) that the instrument or the instruments and the award or proceeds payment of such sale Taking which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Documents and that, upon the basis of such application, the Collateral Agent Trustee is permitted by the terms hereof and of the 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 Taking 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 Trustee may be represented by counsel who may be counsel for the CompanyIssuer. All cash or Temporary Cash Equivalents Investments received by the Trustee pursuant to this Section 11.5 12.5 shall be held by the Collateral Agent Trustee as Trust Moneys Monies under Article XII 13 subject to application as therein provided and as provided in the Credit Agreement and the Security Documentsprovided. All purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 12.5 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents12.10.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreementprovisions of the Security Documents, 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 state, municipality or other governmental authority of any right which 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 so taken subject to such taking or purchasedpurchase, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' officers, Certificate stating that a Taking has occurred with respect to such property has been taken by eminent domain and the amount of the 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) the award for such property or the proceeds of such saleany Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI and the Credit Agreementapplicable Security Documents; provided, however, that, in lieu of all or any part of such award or proceedsNet Award, the Company 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 award or proceedsNet 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 the Collateral Agent; and (c) an Opinion opinion of Counsel substantially to the effect: (1) 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; (2) in the case of any taking by eminent domainTaking, that the award Net Award for the property so taken has become final or that the Board of Directors of the Company has determined that an appeal from such award is not advisable in the interests of the Company or the Secured PartiesHolders of the Securities; (3) 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 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; (4) in case, pursuant to Section 11.5(b10.6(b), the award 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 Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5) that the instrument or the instruments and the award Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Documents and that, upon the basis of such application, the Collateral Agent Trustee is permitted by the terms hereof and of the 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 Trustee may be represented by counsel who may be counsel for the Company. All cash or Cash Equivalents received by the Trustee pursuant to this Section 11.5 10.6 shall be held by the Collateral Agent Trustee as Trust Moneys under Article XII XI subject to application as therein provided and as provided in the Credit Agreement and the Security Documentsprovided. All purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 10.6 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents10.11.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreementprovisions of the Collateral Documents, 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 it 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 and the Collateral Agent shall release the property so taken subject to such Taking or purchasedpurchase, 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 award Net 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) the award for such property or the proceeds of such saleany Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI Eleven and the Credit Agreementapplicable Collateral Documents; provided, however, that, that in lieu of all or any part of such award or proceedsNet Award, 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 award or proceedsNet 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 the Collateral AgentTrustee; and (c) an Opinion of Counsel substantially to the effect: (1i) 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; (2ii) in the case of any taking by eminent domainTaking, that the award 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 Secured PartiesHolders of the Securities; (3iii) 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 the relevant Guarantor 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; (4iv) in casethe event that, pursuant to Section 11.5(b10.05(b), the award 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 Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5v) that the instrument or the instruments and the award Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Collateral Documents and that, upon the basis of such application, the Collateral Agent is and the Trustee are permitted by the terms hereof and of the Security 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 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 Trustee may be represented by counsel who may be counsel for the CompanyCompany or for its Subsidiaries, as applicable. All Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Trust Moneys under Article XII Eleven subject to application as therein provided and as provided in provided. Subject to the Credit Agreement and provisions of the Security Collateral Documents. All , all purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents10.13.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreement, 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 state, municipality or other domestic or foreign governmental authority of any right which 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 shall cause the Collateral Agent shall to release the property so taken or purchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate of the Company stating that such property has been taken by eminent domain and the amount of the award therefortherefore, or that such property has been sold pursuant to a right vested in the United States of America, or a state, municipality or other domestic or foreign 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) the 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), to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI and the Credit AgreementXII; provided, however, that, in lieu of all or any part of such award or proceeds, the Company 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 award 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 Trustee and the Collateral Agent; and (c) an Opinion of Counsel substantially to the effect: (1) that such property has been taken by eminent domain, or has been sold pursuant to the exercise of a right vested in the United States of America or a state, municipality or other domestic or foreign governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (2) 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 Company applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company or any other Pledgor, as applicable, or the Secured Partiesholders of the Notes; (3) 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 the relevant Guarantor 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; (4) in case, pursuant to Section 11.5(b), the 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 (54) that the instrument or the instruments and the 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 applicable Security Documents and that, upon the basis of such application, the Collateral Agent is and the Trustee are permitted by the terms hereof and of the 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 Collateral Agent and the Trustee f may be represented by counsel who may be counsel for the Company. All cash or Cash Equivalents received by the Trustee Collateral Agent pursuant to this Section 11.5 11.6 shall be held by the Collateral Agent as Trust Moneys under Article XII subject to application as therein provided and as provided in the Credit Agreement and the Security Documentsprovided. All purchase money and other obligations received by the Collateral Agent pursuant to this Section 11.5 11.6 shall be held by the Collateral Agent as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents11.11.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreementprovisions of the Collateral Documents, 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 it 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 and the Collateral Agent shall release the property so taken subject to such Taking or purchasedpurchase, 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 award Net 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) the award for such property or the proceeds of such saleany Net Award, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI Eleven and the Credit Agreementapplicable Collateral Documents; provided, however, that, that in lieu of all or any part of such award or proceedsNet Award, the Company 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 award or proceedsNet 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 the Collateral AgentTrustee; and (c) an Opinion of Counsel substantially to the effect: (1i) 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; (2ii) in the case of any taking by eminent domainTaking, that the award Net Award for the property so taken has become final or that the Board of Directors of the Company has determined that an appeal from such award is not advisable in the interests of the Company or the Secured PartiesHolders of the Securities; (3iii) 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 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; (4iv) in casethe event that, pursuant to Section 11.5(b10.05(b), the award 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 Taking or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5v) that the instrument or the instruments and the award Net Award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Collateral Documents and that, upon the basis of such application, the Collateral Agent is and the Trustee are permitted by the terms hereof and of the Security 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 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 Trustee may be represented by counsel who may be counsel for the Company. All Subject to the provisions of the Collateral Documents, all cash or Cash Equivalents received by the Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Trust Moneys under Article XII Eleven subject to application as therein provided and as provided in provided. Subject to the Credit Agreement and provisions of the Security Collateral Documents. All , all purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 10.05 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents10.13.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreementprovisions of the Collateral Documents, upon the exercise of eminent domain authority with respect to any Collateral 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 Indenture authority of any right which it 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 and the Collateral Agent shall release the property so taken subject to such exercise of eminent domain authority or purchasedpurchase, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate stating that such property has been taken by an exercise of eminent domain and the amount of the award thereforauthority has occurred with respect to such property, or that such property has been or will be 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) the award for such property or the proceeds of such saleany Net Proceeds, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI 13 and the Credit Agreementapplicable Collateral Documents; provided, however, that, that in lieu of all or any part of such award or proceedsNet Proceeds, the Company 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 award or proceedsNet 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 Trustee and the Collateral AgentTrustee; and (c) an Opinion of Counsel substantially to the effect: (1i) that an exercise of eminent domain authority has occurred with respect to such property has been taken by eminent domain, or has been such property is to be 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; (2ii) in the case of any taking by eminent domaintaking, that the award Net Proceeds for the property so taken has become final or that the Board of Directors of the Company has determined that an appeal from such award is not advisable in the interests of the Company or the Secured PartiesHolders of the Senior Notes; (3iii) 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 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; (4iv) in case, pursuant to Section 11.5(b), the award event that the Net 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 or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5v) that the instrument or the instruments and the award Net Proceeds or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Collateral Documents and that, upon the basis of such application, the Collateral Agent Trustee is permitted by the terms hereof and of the Security 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 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 Trustee may be represented by counsel who may be counsel for the Company. All 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 11.5 12.05 shall be held by the Collateral Agent Trustee as Trust Moneys under Article XII 13 subject to application as therein provided and as provided in provided. Subject to the Credit Agreement and provisions of the Security Collateral Documents. All , all purchase money and other obligations received by the Collateral Agent Trustee pursuant to this Section 11.5 12.05 shall be held by the Collateral Agent Trustee as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents12.13.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreement, should Should any of the Collateral be taken by eminent domain or 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 it 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 and the Collateral Agent shall release the property so taken or purchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate of the General Partner stating that such property has been taken by eminent domain Taken and the amount of the 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) the award for such property or the proceeds of such sale, to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI and the Credit Agreement; provided, however, that, in lieu of all or any part of such award or proceeds, the Company 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 award 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 Trustee and the Collateral Agent; and (cb) an Opinion of Counsel substantially to the effect: (1) that such property has been taken Taken by eminent domain, or 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; (2) in the case of any taking Taking by eminent domain, that the award for the property so taken has become final or that the Board of Directors of General Partner or the Company applicable Guarantor has determined that an appeal from such award is not advisable in the interests of the Company Issuer or any other Guarantor, as applicable, or the Secured PartiesHolders of the Debentures; (3) 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 the relevant 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; (4) in case, pursuant to Section 11.5(b), the 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 (54) that the instrument or the instruments and the award or proceeds payment of such sale Taking which have been or are therewith delivered to and deposited with the Collateral Agent Trustee conform to the requirements of this Indenture and any of the applicable Security Documents Collateral Document and that, upon the basis of such application, the Collateral Agent Trustee is permitted by the terms hereof and of the Security Documents applicable Collateral 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 Taking 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 Collateral Agent Trustee may be represented by counsel who may be counsel for the Company. All cash or Cash Equivalents received by the Trustee pursuant to this Section 11.5 shall be held by the Collateral Agent as Trust Moneys under Article XII subject to application as therein provided and as provided in the Credit Agreement and the Security Documents. All purchase money and other obligations received by the Collateral Agent pursuant to this Section 11.5 shall be held by the Collateral Agent as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security DocumentsIssuer.

Eminent Domain and Other Governmental Takings. Subject to the Credit Agreement, 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 state, municipality or other domestic or foreign governmental authority of any right which 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 shall cause the Collateral Agent shall to release the property so taken or purchased, but only upon receipt by the Trustee and the Collateral Agent of the following: (a) an Officers' Certificate of the Company stating that such property has been taken by eminent domain and the amount of the 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 domestic or foreign 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) the 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), to be held as Trust Moneys subject to the disposition thereof pursuant to Article XI and the Credit AgreementXII; provided, however, that, in lieu of all or any part of such award or proceeds, the Company 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 award 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 Trustee and the Collateral Agent; and (c) an Opinion of Counsel substantially to the effect: (1) that such property has been taken by eminent domain, or has been sold pursuant to the exercise of a right vested in the United States of America or a state, municipality or other domestic or foreign governmental authority to purchase, or to designate a purchaser or order a sale of, such property; (2) 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 Company applicable Pledgor has determined that an appeal from such award is not advisable in the interests of the Company or any other Pledgor, as applicable, or the Secured Partiesholders of the Securities; (3) 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 the relevant Guarantor 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; (4) in case, pursuant to Section 11.5(b11.8(b), the 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 or purchase was subject to such Prior Lien, and that such deposit is required by such Prior Lien; and (5) that the instrument or the instruments and the 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 applicable Security Documents and that, upon the basis of such application, the Collateral Agent is and the Trustee are permitted by the terms hereof and of the 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 Collateral Agent and the Trustee may be represented by counsel who may be counsel for the Company. All cash or Cash Equivalents received by the Trustee Collateral Agent pursuant to this Section 11.5 11.8 shall be held by the Collateral Agent as Trust Moneys under Article XII subject to application as therein provided and as provided in the Credit Agreement and the Security Documentsprovided. All purchase money and other obligations received by the Collateral Agent pursuant to this Section 11.5 11.8 shall be held by the Collateral Agent as Collateral subject to application as provided in Section 11.11 and as provided in the Credit Agreement and the Security Documents11.13.