Common use of Easements and Restrictions; Zoning Clause in Contracts

Easements and Restrictions; Zoning. Borrower shall submit to Lender for Lender’s approval prior to the execution thereof by Borrower all proposed easements, restrictions, covenants, permits, licenses, and other instruments which would affect the title to the Property, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender shall reasonably require. Borrower shall not subject the Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior approval of Lender (not to be unreasonably withheld or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easements, restrictions, covenants or operating agreements which benefit or burden the Property and any easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereof, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior approval of Lender; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver to Lender a copy of any notice of default or other material notice received by Borrower in respect of the same promptly after Borrower’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall cause the Facility to be constructed and to be used, at all times, in accordance with (a) a C6-3 zoning district, (b) all covenants and restrictions set forth in Section 7 of the Contract of Sale, together with the covenants and restrictions set forth in the EDC Deed that are applicable to the owner of the Facility (as opposed to the operator of the Facility), (c) the Harlem-East Harlem Urban Renewal Plan, dated December 1968, as amended or otherwise modified from time to time (the “Urban Renewal Plan”) and (d) the portions of the Memorandum of Understanding between EDC and New York City Development of Environmental Protection that are applicable to the owner of the Facility (as opposed to the operator of the Facility), and for no other purpose (clauses (a) – (d), collectively, the “Use Restrictions”). Borrower shall submit to Lender Administrative Agent, for LenderAdministrative Agent’s written approval (not to be unreasonably withheld) prior to the execution thereof by Borrower Borrower, all proposed easements, restrictions, covenants, permits, licenses, licenses and other instruments which that would affect the title to the Mortgaged Property, accompanied by a Survey survey showing the exact proposed location thereof and such other information as Lender Administrative Agent shall reasonably require. Borrower shall not subject the Property Facility or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior written approval of Lender Administrative Agent (not to be unreasonably withheld withheld, conditioned or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easements, restrictions, covenants or operating agreements which that benefit or burden the Property Facility and any easement, restriction or covenant to which the Property Facility may hereafter be subjected in accordance with the provisions hereof, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or and the PropertyFacility; (b) not alter, modify or change the same in any material respect without the prior written approval of LenderAdministrative Agent in its sole discretion; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property Facility the full benefits of the same; and (d) deliver to Lender Administrative Agent a copy of any notice of default or other material notice received by Borrower in respect of the same promptly after Borrower’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall and shall cause Operating Company to submit to Lender Agent for LenderAgent’s approval prior to the execution thereof by Borrower or Operating Company, as applicable, all proposed easements, restrictions, covenants, permits, licenses, and other similar instruments which would affect the title to the Property, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender Agent shall reasonably require. Except as permitted under Article VIII, Borrower shall not and shall not permit Operating Company to subject the Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior approval of Lender Agent (not to be unreasonably withheld or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easements, restrictions, covenants or operating agreements which benefit or burden the Property and any easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereof, Borrower shallshall or shall cause the other Credit Parties to: (a) observe and perform in all material respects the obligations imposed upon Borrower the Borrower, Operating Company or the Property; (b) not alter, modify or change the same in any material respect without the prior approval of LenderAgent; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver to Lender Agent a copy of any notice of default or other material notice received by Borrower any Credit Party in respect of the same promptly after Borrowersuch Credit Party’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall submit to Lender Agent for Lender’s Agent's approval (not to be unreasonably withheld or delayed) prior to the execution thereof by Borrower all proposed easements, restrictions, covenants, permits, licenses, and other instruments which would affect the title to the Property, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender Agent shall reasonably require. Except as permitted under Article VIII, Borrower shall not subject the Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) without the prior approval of Lender Agent (not to be unreasonably withheld or delayed in the case of utility easements onlydelayed). Notwithstanding Agent agrees that it will subordinate the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development Lien of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable Mortgage to Lenderany easement, restriction or covenant approved by Agent. With respect to any and all existing easements, restrictions, covenants or operating agreements which benefit or burden the Property and any easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereof, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior approval of LenderAgent (not to be unreasonably withheld or delayed); (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver to Lender Agent a copy of any notice of default or other material notice received by Borrower in respect of the same promptly after Borrower’s 's receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall submit to Lender Administrative Agent for LenderAdministrative Agent’s reasonable approval prior to the execution thereof by Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses, and other instruments (other than Permitted Encumbrances) which would affect the title to the PropertyProperty or use of the Property for its intended purposes, accompanied by a Survey for any Easements showing the exact proposed location thereof and such other information as Lender Administrative Agent shall reasonably require. Borrower shall not subject the Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease Lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior approval of Lender (Administrative Agent, such approval not to be unreasonably withheld withheld, delayed or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lenderconditioned. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements which benefit or burden the Property and as of the Closing Date, any easementEasement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Administrative Agent, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior written approval of LenderAdministrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed in the case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full material benefits of the same; and (d) deliver to Lender Administrative Agent a copy of any written notice of default or other material written notice or correspondence received or delivered by Borrower in respect of the same promptly after BorrowerXxxxxxxx’s receipt or within a reasonable period of time before Xxxxxxxx’s delivery of such notice.notice or correspondence. 4.1.31

Easements and Restrictions; Zoning. Borrower shall submit to Lender for LenderLxxxxx’s approval prior to the execution thereof by Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses, and other instruments which would affect the title to the PropertyProperty or use of the Property for its intended purposes, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender shall reasonably require. Borrower shall not subject the Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior approval of Lender (not to be unreasonably withheld or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements which benefit or burden the Property and Property, any easementEasement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Lxxxxx, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior written approval of Lender, which approval shall not be unreasonably withheld in the case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver to Lender a copy of any notice of default or other material notice or correspondence received or delivered by Borrower in respect of the same promptly after BorrowerBxxxxxxx’s receipt or within a reasonable period of time before delivery of such noticenotice or correspondence.

Easements and Restrictions; Zoning. Borrower shall submit to Lender Administrative Agent for LenderAdministrative Agent’s reasonable approval prior to the execution thereof by Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses, and other instruments (other than Permitted Encumbrances) which would affect the title to the PropertyProperty or use of the Property for its intended purposes, accompanied by a Survey for any Easements showing the exact proposed location thereof and such other information as Lender Administrative Agent shall reasonably require. Borrower shall not subject the Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease Lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior approval of Lender (Administrative Agent, such approval not to be unreasonably withheld withheld, delayed or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lenderconditioned. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements which benefit or burden the Property and as of the Closing Date, any easementEasement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Administrative Agent, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior written approval of LenderAdministrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed in the case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full material benefits of the same; and (d) deliver to Lender Administrative Agent a copy of any written notice of default or other material written notice or correspondence received or delivered by Borrower in respect of the same promptly after Borrower’s receipt or within a reasonable period of time before Borrower’s delivery of such noticenotice or correspondence.

Easements and Restrictions; Zoning. Borrower shall submit to Lender for Lender’s reasonable approval prior to the execution thereof by Borrower all proposed easements, restrictions, covenants, permits, licenses, and other instruments (other than Permitted Encumbrances) which would affect the title to the PropertyProperty or use of the Property for its intended purposes, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender shall reasonably require. Borrower shall not subject the Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior approval of Lender (Lender, which approval shall not to be unreasonably withheld , conditioned or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lenderdelayed. With respect to any and all existing easements, restrictions, covenants or operating agreements which benefit or burden the Property and as of the date of Closing, any easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Lender, Borrower shall: (a) observe and perform in all the material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed in the case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full material benefits of the same; and (d) deliver to Lender a copy of any written notice of default or other material written notice or correspondence received or delivered by Borrower in respect of the same promptly after Borrower’s receipt or within a reasonable period of time before Borrower’s delivery of such noticenotice or correspondence.

Easements and Restrictions; Zoning. Borrower Borrowers shall submit or cause Mortgage Borrowers to submit to Lender for Lender’s written approval prior to the execution thereof by Borrower Mortgage Borrowers all proposed easements, restrictions, covenants, permits, licenses, licenses and other instruments which would affect the title to the Property, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender shall reasonably require. Borrower Except as permitted under Article 8, Borrowers shall not subject the Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any lease Lease or other occupancy agreement) without the prior written approval of Lender (not to be unreasonably withheld withheld, conditioned or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easements, restrictions, covenants or operating agreements which benefit or burden the Property and any easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereof, Borrower shallBorrowers shall cause Mortgage Borrowers to: (a) observe and perform in all material respects the obligations imposed upon any Mortgage Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior written approval of Lender; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver or cause to be delivered to Lender a copy of any notice of default or other material notice received by Borrower Borrowers or Mortgage Borrowers in respect of the same promptly after Borrower’s Borrowers’ receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall and shall cause Operating Company to submit to Lender Agent for LenderAgent’s approval prior to the execution thereof by Borrower or Operating Company, as applicable, all proposed easements, restrictions, covenants, permits, licenses, and other similar instruments which would affect the title to the Property, accompanied by a Survey showing the exact proposed location thereof and such other information as Lender Agent shall reasonably require. Except as permitted under Article VIII, Borrower shall not and shall not permit Operating Company to subject the Property or any part thereof to any easement, restriction or covenant (including any restriction or exclusive use provision in any -77- lease or other occupancy agreement) without the prior approval of Lender Agent (not to be unreasonably withheld or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lender. With respect to any and all existing easements, restrictions, covenants or operating agreements which benefit or burden the Property and any easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereof, Borrower shallshall or shall cause the other Credit Parties to: (a) observe and perform in all material respects the obligations imposed upon Borrower the Borrower, Operating Company or the Property; (b) not alter, modify or change the same in any material respect without the prior approval of LenderAgent; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver to Lender Agent a copy of any notice of default or other material notice received by Borrower any Credit Party in respect of the same promptly after Borrowersuch Credit Party’s receipt of such notice.

Easements and Restrictions; Zoning. Borrower shall submit to Lender Agent for LenderAgent’s approval prior to the execution thereof by Borrower all proposed easementsEasements, restrictions, covenants, permits, licenses, and other instruments which would affect the title to the PropertyProperty or use of the Property for its intended purposes, accompanied by a Survey (or other comparable location drawing) showing the exact proposed location thereof and such other information as Lender Agent shall reasonably require. Borrower shall not subject the Property or any part thereof to any easementEasement, restriction or covenant (including any restriction or exclusive use provision in any lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior approval of Lender (Agent, which shall not to be unreasonably withheld or delayed in the case of utility easements only). Notwithstanding the foregoing, Lender shall consent to a reciprocal easement agreement in connection with the future development of the adjacent development site provided that such reciprocal easement agreement is reasonably acceptable to Lenderwithheld. With respect to any and all existing easementsEasements, restrictions, covenants or operating agreements which benefit or burden the Property and Property, any easementEasement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereofhereof and any zoning or land use classification of the Property approved by Agent, Borrower shall: (a) observe and perform in all material respects the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same in any material respect without the prior written approval of LenderAgent; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the full benefits of the same; and (d) deliver to Lender Agent a copy of any notice of default or other material notice or correspondence received or delivered by Borrower in respect of the same promptly after Borrower’s receipt or within a reasonable period of time before delivery of such noticenotice or correspondence. Borrower shall not request, permit or suffer any re-zoning or change in use of the Mortgaged Property.